As filed with the Securities and Exchange Commission on April 26, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
WEBFINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------------
Delaware 56-2043000
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
- --------------------------------------------------------------------------------
150 East 52nd Street
New York, New York 10022
(Address of principal executive offices) (Zip code)
WEBFINANCIAL CORPORATION LONG TERM
STOCK INCENTIVE PLAN
(Full title of the plan)
Warren G. Lichtenstein
President
WebFinancial Corporation
150 East 52nd Street
New York, New York 10022
(212) 813-1500
(Name, address and telephone number,
including area code, of agent for service)
--------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Title of securities to be | Amount to be | Proposed maximum | Proposed maximum | Amount of
registered | registered (1) | offering price | aggregate offering | registration
| | per share (2) | price | fee
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
| | | |
Common Stock, par value | | | |
$.001 per share | 800,000 shares | $4.21 | $3,368,000 (2) | $890
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents additional shares that may be granted under the Long Term Stock
Incentive Plan, as amended and restated (the "Plan"), of WebFinancial
Corporation (the "Company"). Previously, on June 29, 1995, Rose's Stores,
Inc. ("Stores"), a predecessor of the Company, filed a registration
statement on Form S-8 (Registration No. 333-60693) registering 700,000
shares of common stock of Stores under the Securities Act of 1933 (the
"Act"), which represented shares that could be granted under the New
Equity Compensation Plan (the "Stores Plan") of Stores. In August 1997,
Stores was reorganized and became a wholly-owned subsidiary of Rose's
Holdings, Inc. ("Holdings"), at which time the Plan was adopted by
Holdings. On October 28, 1997, Holdings filed a registration statement on
Form S-8 (Registration No. 333-38851) registering 500,000 shares of
Holdings' common stock under the Act, which represented additional shares
that could be granted under the Plan. At the annual meeting of the
stockholders of Holdings on November 4, 1998, the stockholders approved
(a) the merger of the Stores Plan into the Plan and (b) an additional
800,000 shares of common stock issuable under the Plan, thereby increasing
the aggregate number of shares of common stock subject to options or
awards under the Plan from 500,000 to 2,000,000 (including 700,000 shares
issuable under the Stores Plan). At the annual meeting of stockholders of
Holdings on June 15, 1999, the stockholders approved a proposal to change
the name of the company to WebFinancial Corporation, and a Certificate of
Amendment reflecting such change was filed in Delaware.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Act. The maximum offering price per
share is based upon the average of the high and low sale prices of the
common stock as reported on the NASDAQ SmallCap Market on April 20, 2000.
<PAGE>
EXPLANATORY NOTE
The contents of the Registration Statement on Form S-8 of Stores, filed
with the Securities and Exchange Commission on June 29, 1995 (Commission File
No. 333-60693), relating to the registration of 700,000 shares of common stock,
authorized for issuance under the Stores Plan, and the Registration Statement on
Form S-8 of Holdings, filed with the Securities and Exchange Commission on
October 28, 1997 (Commission File No. 333-38851), relating to the registration
of 500,000 shares of common stock, authorized for issuance under the Plan, are
incorporated by reference in their entirety herein in accordance with General
Instruction E to Form S-8. This Registration Statement provides for the
registration of an additional 800,000 shares of common stock authorized for
issuance under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS.
4.3 WebFinancial Corporation Long Term Stock Incentive Plan, as
amended and restated (incorporated by reference to Annex 1 to
the Company's Definitive Proxy Statement, filed October 6,
1998)
* 5.1 Opinion of Proskauer Rose LLP
*23.1 Consent of Independent Auditors
23.2 Consent of Proskauer Rose LLP (included in Exhibit 5.1)
*24 Power of Attorney
- ---------------------
* Filed herewith
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 New York, State of New York on April 26, 2000.
WEBFINANCIAL CORPORATION
By: /s/ Warren G. Lichtenstein
------------------------------------
Warren G. Lichtenstein
President, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Warren G. Lichtenstein President, Chairman of the Board, April 26, 2000
- --------------------------- and Chief Executive Officer
Warren G. Lichtenstein (principal executive officer and
principal accounting officer)
/s/ Jack L. Howard Vice President, Chief Financial April 26, 2000
- --------------------------- Officer (principal financial officer),
Jack L. Howard and Director
/s/ Earle C. May Director April 26, 2000
- ---------------------------
Earle C. May
/s/ Joseph L. Mullen Director April 26, 2000
- ---------------------------
Joseph L. Mullen
/s/ James Benenson, Jr. Director April 26, 2000
- ---------------------------
James Benenson, Jr.
</TABLE>
<PAGE>
EXHIBIT 5.1
[Letterhead of Proskauer Rose LLP]
April 25, 2000
WebFinancial Corporation
150 East 52nd Street
21st Floor
New York, New York 10022
Dear Sirs:
We are acting as counsel to WebFinancial Corporation, a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-8 with
exhibits thereto (the "Registration Statement") filed by the Company under the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
relating to the registration of 800,000 shares (the "Shares") of common stock,
par value $.001 per share, of the Company to be issued by the Company pursuant
to the WebFinancial Corporation Long Term Stock Incentive Plan (the "Plan").
As such counsel, we have participated in the preparation of the Registration
Statement and have reviewed the corporate proceedings in connection with the
adoption of the Plan. We have also examined and relied upon originals or copies,
certified or otherwise authenticated to our satisfaction, of all such corporate
records, documents, agreements and instruments relating to the Company and
certificates of public officials and of representatives of the Company, and have
made such investigations of law, and have discussed with representatives of the
Company and such other persons such questions of fact, as we have deemed proper
and necessary as a basis for rendering this opinion.
Based upon, and subject to, the foregoing, we are of the opinion that the Shares
are duly authorized and, upon issuance of the Shares in accordance with the
terms of the Plan, will be, assuming no change in the applicable law or
pertinent facts, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Proskauer Rose LLP
Proskauer Rose LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
WebFinancial Corporation:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 dated April 26, 2000 pertaining to the WebFinancial Corporation Long
Term Stock Incentive Plan of our report dated March 24, 2000, relating to the
consolidated balance sheets of WebFinancial Corporation and subsidiaries as of
December 31, 1999 and 1998, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the year ended December 31,
1999, the eleven-month period ended December 31, 1998, and the year ended
January 31, 1998, which report appears in the December 31, 1999 annual report on
Form 10-K of WebFinancial Corporation and subsidiaries.
/s/KPMG LLP
Salt Lake City, Utah
April 21, 2000
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Warren G. Lichtenstein and Jack L. Howard, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, without the other, for him and in his
name, place, and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of WebFinancial Corporation (the "Company") and any or all
amendments (including post-effective amendments) thereto, relating to the
registration, under the Securities Act of 1933, as amended, of shares of Common
Stock of the Company to be issued pursuant to the Company's Long Term Stock
Incentive Plan 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 and about the premises, as full to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, and each of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
April 26, 2000
/s/ Warren G. Lichtenstein
-------------------------------
Warren G. Lichtenstein
/s/ Jack L. Howard
-------------------------------
Jack L. Howard
/s/ Earle C. May
-------------------------------
Earle C. May
/s/ Joseph L. Mullen
-------------------------------
Joseph L. Mullen
/s/ James Benenson, Jr.
-------------------------------
James Benenson, Jr.
