As filed with the Securities and Exchange Commission on May 28, 1998
--Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FINET HOLDINGS CORPORATION
(Exact name of issuer specified in its charter)
DELAWARE 94-3115180
(State of incorporation) (I.R.S. Employer Identification No.)
3021 CITRUS CIRCLE, SUITE 150
WALNUT CREEK, CALIFORNIA 94598
(Address of Principal Executive Offices)
JAN C. HOEFFEL
PRESIDENT
FINET HOLDINGS CORPORATION
3021 CITRUS CIRCLE, SUITE 150
WALNUT CREEK, CALIFORNIA 94598
(510) 988-6550
(Name and Address and Telephone Number of Agent for Service)
COPIES TO:
ROGER S. MERTZ, ESQ.
SEVERSON & WERSON
ONE EMBARCADERO CENTER, 26th FLOOR
SAN FRANCISCO, CALIFORNIA 94111
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X] If this Form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] 333-50833
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [ ]
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Maximum
Title Of Each Class Of Proposed Maximum Aggregate Offering
Securities To Be Amount To Be Offering Price Price(3) Amount Of
Registered Registered(1)(2) Per Share(3) Registration Fee(4)
- -----------------------------------------------------------------------------------------------------------------------
Common Stock issuable
upon conversion of 600,933 $3.50 $2,103,266 $620
Debentures
</TABLE>
(1) Shares of the Registrant's Common Stock, $0.01 par value per share, are
being registered for resale on behalf of certain selling security holders.
Pursuant to Rule 416, this Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may become
issuable upon conversion of the Company's 3% Subordinated Convertible
Debentures (the "Debentures") (i) to prevent dilution resulting from stock
splits, stock dividends or similar transactions or (ii) by reason of
changes in the conversion price of the Debentures in accordance with the
terms thereof.
(2) 3,305,070 shares were previously registered under Registration Statement
No. 333-50833, in connection with which the Registrant paid aggregate
filing fees of $3,324.
(3) Estimated solely for the purpose of calculating the registration fee.
(4) The fee with respect to these shares has been calculated pursuant to Rule
457(c) under the Securities Act of 1933, as amended, and is based upon the
average of the bid and asked prices per share of the Registrant's Common
Stock on May 26, 1998, as quoted on the NASDAQ SmallCap Market under the
symbol "FNHC".
---------------------------------------------------------
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE
SECURITIES ACT OF 1933.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (File No. 333-50833) filed by the Company with the
Securities and Exchange Commission (the "Commission"), which was declared
effective by the Commission on May 11, 1998, is incorporated by reference
herein.
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Walnut Creek, State of California, on May 28, 1998.
FINET HOLDINGS CORPORATION
By: /s/ Jan C. Hoeffel
------------------------------------------
Jan C. Hoeffel
President
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
----------- ----- ------
* Chief Executive Officer and Director
- --------------------- (Principal Executive Officer) May 28, 1998
L. Daniel Rawitch
/s/ Jan C. Hoeffel
- --------------------- President and Director May 28, 1998
Jan C. Hoeffel
Chief Financial Officer (Principal
* Financial Officer and Principal May 28, 1998
- ---------------------- Accounting Officer)
George P. Winkel
* Director May 28, 1998
- ----------------------
Jose Filipe Nobre Guedes
* Director May 28, 1998
- ----------------------
S. Lewis Meyer
* Director May 28, 1998
- ----------------------
James W. Noack
* Director May 28, 1998
- ----------------------
Stephen J. Sogin
* Director May 28, 1998
- ----------------------
Jose Maria Salema Garcao
* By: /s/ Jan C. Hoeffel
---------------------
Attorney-in-Fact
EXHIBIT INDEX
5.1 Opinion of Severson & Werson, A Professional Corporation,
as to legality*
23.1 Consent of Severson & Werson, A Professional Corporation
(included in Exhibit 5.1)*
23.2 Consent of Reuben E. Price & Co. *
24.1 Power of Attorney **
* Filed herewith.
** Filed previously.
EXHIBIT 5.1
Opinion of Severson & Werson, A Professional Corporation
As To Legality
LETTERHEAD OF SEVERSON & WERSON, A PROFESSIONAL CORPORATION
May 28, 1998
Finet Holdings Corporation
3021 Citrus Circle, Suite 150
Walnut Creek, California 94598
Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Finet Holdings Corporation (the "Company") of a
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission on behalf of certain Selling Security Holders
covering the offering of up to 600,933 shares of the Company's Common Stock
(the "Shares"), which Shares are issuable upon the conversion of the Company's
3% Subordinated Convertible Debentures.
In connection with this opinion, we have examined and relied upon the
Registration Statement and such other records, documents, certificates,
memoranda and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below. We are admitted to practice
law in the State of California. Our opinion is rendered solely with respect to
California law, Delaware General Corporation Law, and federal law.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when sold and issued in accordance with the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable. This opinion is intended solely for your benefit and is
not to be made available to or be relied upon by any other person, firm or
entity without our prior written consent.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Opinion" in the prospectus forming a part of the Registration Statement.
SEVERSON & WERSON
A Professional Corporation
By: /s/ Roger S. Mertz
-----------------------------------
Roger S. Mertz
A Member of the Firm
EXHIBIT 23.2
Consent of Reuben E. Price & Co., Independent Auditors
We consent to the incorporation by reference in this Registration
Statement of our report dated April 22, 1998 appearing in Registration Statement
No. 333-50833 of Finet Holdings Corporation relating to the consolidated
financial statements of Finet Holdings Corporation included in its 1997 Annual
Report on Form 10-KSB for the fiscal year ended April 30, 1997, and to the
reference to our firm under the caption "Experts" in the related Prospectus.
REUBEN E. PRICE & CO
May 28, 1998
