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As filed with the Securities and Exchange Commission on June 20, 1996
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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COAST SAVINGS FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware 95-4196764
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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1000 Wilshire Boulevard
Los Angeles, California 90017-2457
(Address, including zip code, of Principal Executive Offices)
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1996 COAST SAVINGS FINANCIAL, INC. EQUITY INCENTIVE PLAN
(Full title of the plan)
Norman H. Raiden, Esq. Copies to:
General Counsel Stephen D. Cooke, Esq.
Coast Savings Financial, Inc. Paul, Hastings, Janofsky & Walker
1000 Wilshire Boulevard 695 Town Center Drive
Los Angeles, California 90017-2457 Seventeenth Floor
(213) 362-2000 Costa Mesa, California 92626
(Name, address, including zip code, and (714) 668-6200
telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 929,146 (2) $32.6875 $30,371,460 $10,473
$.01 per share
==============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457 under the Securities Act of
1933, as amended. The Proposed Maximum Aggregate Offering Price is based on
the average of the high and low prices on the New York Stock Exchange
Composite Transaction Report on June 17, 1996 of $32.6875 per share with
respect to the 929,146 shares issuable pursuant to awards granted under the
1996 Coast Savings Financial, Inc. Equity Incentive Plan.
(2) This Registration Statement covers, in addition to such number of shares
issuable pursuant to awards granted under the 1996 Coast Savings Financial,
Inc. Equity Incentive Plan, an indeterminate number of additional shares
which may become subject to awards as a result of the adjustment provisions
of the plan. The registration fee is calculated only on the stated number
of shares.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are hereby incorporated into this Registration
Statement and made a part hereof by this reference:
(a) The Annual Report on Form 10-K of Coast Savings Financial,
Inc. (the "Company") for the fiscal year ended December 31,
1995, filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996, filed with the Commission
pursuant to the Exchange Act;
(c) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the Company's Annual Report on Form 10-K referred to in (a)
above;
(d) The description of the Common Stock contained under the
caption "Description of Common Stock" in the Company's
Registration
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Statement on Form S-3 (no. 33-59110) filed with the
Commission; and
(e) The description of the rights to purchase preferred stock
contained in the Company's Form 8-A filed with the Commission
on September 1, 1989.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement, and prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents with the Commission.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Experts and Named Counsel
Not applicable.
Item 6. Indemnification of Officers and Directors
Article TWELFTH of the Certificate of Incorporation of the Company filed
with the Secretary of State of Delaware eliminates the personal liability of the
directors of the Company to the fullest extent permissible under Delaware law as
the same exists and to such greater extent as Delaware law may thereafter
permit.
Additionally, pursuant to Article FOURTEENTH of the Certificate of
Incorporation filed with the State of Delaware, the Company is authorized to
indemnity any officer or director for monetary damages incurred by such person
as a result of settling or successfully defending any action, suit or
proceeding, whether civil, criminal, administrative or investigative if the
officer or director acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Company. In
addition, the Company shall indemnify any officer or director for the costs of
defending an action in which such person is adjudged to be liable to the Company
to the extent that the Court of Chancery of Delaware or the court in which such
action or suit
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was brought shall determine upon application that such person is fairly and
reasonably entitled to indemnity for such costs. Any indemnification resulting
from an officer or director settling any action, suit or proceeding shall be
paid by the Company, if a determination is made (i) by the board of directors by
a majority vote of the directors who are not parties to such action, suit or
proceeding, or if such majority of disinterested directors so directs, (ii) by
independent legal counsel in a written opinion, or (iii) by the stockholders,
that indemnification of the director or officer is proper in the circumstances
because he or she has met the above-referenced standard of conduct. The
Certificate of Incorporation further provides that if the Delaware General
Corporation Law is amended after the date of the Certificate of Incorporation to
further expand the indemnification permitted to directors and officers, then the
Company shall indemnify such person to the fullest extent permitted by the
Delaware General Corporation Law as so amended.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The exhibits filed as part of this Registration Statement are as
follows:
<TABLE>
<CAPTION>
Exhibits
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<S> <C>
4.1 1996 Coast Savings Financial, Inc. Equity Incentive Plan
(incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1996).
5. Opinion of Paul, Hastings, Janofsky & Walker.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Paul, Hastings, Janofsky & Walker (contained in
Exhibit 5).
24. Power of Attorney (contained on signature page of Registration
Statement).
</TABLE>
Item 9. Undertakings
(1) The Company hereby undertakes:
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(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in paragraph
-------- -------
(a)(i) and (a)(ii) above do not apply if the information required
to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment to this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the
termination of the offering.
(2) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
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(3) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on June 20, 1996.
COAST SAVINGS FINANCIAL, INC.
By: /s/ Ray Martin
-------------------------
Ray Martin
Chairman of the Board and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ray Martin and Robert L. Hunt II, or any
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Ray Martin Chairman of the Board, June 20, 1996
- ---------------------------- Chief Executive Officer
Ray Martin and Director (Principal
Executive Officer)
/s/ Robert L. Hunt II President, Chief Operating June 20, 1996
- ---------------------------- Officer and Director
Robert L. Hunt II
/s/ James F. Barritt Senior Executive Vice June 20, 1996
- ---------------------------- President and Chief Financial
James F. Barritt Officer (Principal Financial
and Accounting Officer)
/s/ Leon S. Angvire Director June 20, 1996
- ----------------------------
Leon S. Angvire
/s/ John C. Argue Director June 20, 1996
- ----------------------------
John C. Argue
/s/ Gerald D. Barrone Director June 20, 1996
- ----------------------------
Gerald D. Barrone
/s/ Joan Milke Flores Director June 20, 1996
- ----------------------------
Joan Milke Flores
/s/ Jack P. Libby Director June 20, 1996
- ----------------------------
Jack P. Libby
/s/ James P. Miscoll Director June 20, 1996
- ----------------------------
James P. Miscoll
/s/ Keith W. Renken Director June 20, 1996
- ----------------------------
Keith W. Renken
/s/ Harold B. Starkey, Jr. Director June 20, 1996
- ----------------------------
Harold B. Starkey, Jr.
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibits
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<S> <C>
4.1 1996 Coast Savings Financial, Inc. Equity Incentive Plan
(incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1996)
5. Opinion of Paul, Hastings,
Janofsky & Walker
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Paul, Hastings, Janofsky & Walker (contained in
Exhibit 5)
24. Power of Attorney (contained on signature page of
Registration Statement)
</TABLE>
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EXHIBIT 5
LAW OFFICES OF
PAUL, HASTINGS, JANOFSKY & WALKER
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
695 TOWN CENTER DRIVE
SEVENTEENTH FLOOR
COASTA MESA, CALIFORNIA 92626-1924
TELEPHONE (714) 668-6200
FACSIMILE (714) 979-1921
June 20, 1996
Coast Savings Financial, Inc.
1000 Wilshire Boulevard
Los Angeles, California 90017-2457
Re: 1996 Coast Savings Financial, Inc. Equity Incentive Plan
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Ladies and Gentlemen:
As counsel for Coast Savings Financial, Inc., a Delaware corporation,
you have requested our opinion in connection with the preparation and filing
with the Securities and Exchange Commission of a Registration Statement on Form
S-8 (the "Registration Statement") registering 929,146 shares of the Company's
common stock, par value $.01 per share, for issuance pursuant to the 1996 Coast
Savings Financial, Inc. Equity Incentive Plan (the "Plan").
We have examined such records and documents and made such examination
of law as we have deemed relevant in connection with this opinion. Based on the
foregoing, we are of the opinion that the 929,146 shares covered by said
Registration Statement, when issued in accordance with the terms of the
Prospectus forming a part of the Registration Statement and in accordance with
the Plan, will be legally issued, fully-paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement on Form S-8 of Coast Savings Financial,
Inc.
Respectfully submitted,
/s/ Paul, Hastings, Janofsky & Walker
PAUL, HASTINGS, JANOFSKY & WALKER
<PAGE>
EXHIBIT 23.1
[LETTERHEAD OF KPMG Peat Marwick LLP]
CONSENT OF INDEPENDENT AUDITORS
We consent to incorporation by reference in the registration statement on Form
S-8 of Coast Savings Financial Inc. of our report dated January 23, 1996,
relating to the consolidated statement of financial condition of Coast Savings
Financial Inc. and subsidiaries as of December 31, 1995 and 1994 and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1995, which report
appears in the December 31, 1995, annual report on Form 10-K of Coast Savings
Financial Inc.
/s/ KPMG Peat Marwick LLP
Los Angeles, California
June 19, 1996
