Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FINANCIAL FEDERAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-0244792
(State of incorporation) (I.R.S. Employer Identification Number)
400 Park Avenue, New York, NY 10022
(Address of principal executive offices)
(Zip code)
FINANCIAL FEDERAL CORPORATION
STOCK OPTION PLAN
(Full Title of the Plan)
Clarence Y. Palitz, Jr. Copy to:
Financial Federal Corporation Lawrence B. Fisher, Esq.
400 Park Avenue, 8th Floor Orrick, Herrington & Sutcliffe LLP
New York, New York 10022 666 Fifth Avenue
(212) 888-3344 New York, New York 10103
(Name, address and telephone (212) 506-5000
number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be registered registered(1) Share(2) Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock,
$.50 par value 587,482 shares $15.19 $8,923,852 $2,704.20
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(1) Represents additional shares to be offered by the Registrant pursuant
to the Financial Federal Corporation Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
The price per share is estimated based on the average of the high and
low trading prices paid for a share of Common Stock on July 29, 1997
as reported on the American Stock Exchange.
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Explanatory Note
The purpose of this Registration Statement on Form S-8 is to register an
additional 587,482 shares of Common Stock, $.50 par value (the "Common
Stock"), of Financial Federal Corporation (the "Company"), consisting of
additional shares of Common Stock which will be issuable upon the exercise of
options which may be granted under the Plan by reason of the 3 for 2 stock
split paid on July 30, 1997 to stockholders of record as of the close of
business on July 18, 1997.
The contents of the Company's Registration Statement on Form S-8, as filed
with the Securities and Exchange Commission (the "Commission") on December 15,
1993 (Commission File No. 33-72950), which became effective on such date and
as amended on December 23, 1993 and February 6, 1996, relating to the
registration of shares of Common Stock authorized for issuance under the Plan
are incorporated by reference herein in accordance with General Instruction E
to Form S-8 as, and to the extent, such contents relate to the Plan.
Item 8. Exhibits
The following are filed as exhibits to this Registration Statement:
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
10.1 Financial Federal Corporation Stock Option Plan, as amended as of
December 12, 1995.*
23.1 Consent of Eisner & Lubin LLP, certified public accountants.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP (contained in the
opinion filed as Exhibit 5.1).
24.1 Power of Attorney (contained on signature page hereto).
* previously filed.
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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 New York, State of New York, on this 30th day of
July, 1997.
Financial Federal Corporation
By: /s/ Clarence Y. Palitz, Jr.
Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
Each of the undersigned directors and officers of Financial Federal
Corporation hereby constitutes and appoints Clarence Y. Palitz, Jr. and
Michael C. Palitz, and each of them, his true and lawful attorney-in-fact,
with full power to act without the other and 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 and any other regulatory authority,
granting unto said attorneys-in-fact 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 fully to all intents and purposes as he might or could
do in person, and hereby ratifies and confirms all that said attorneys-in-fact
or any of them, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities set forth
on July 30, 1997.
Signature
/s/ Clarence Y. Palitz, Jr.
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
/s/ Michael C. Palitz
Executive Vice President, Treasurer,
Chief Financial Officer and Director
(Principal Financial Officer)
/s/ Paul Sinsheimer
Executive Vice President and Director
/s/ David H. Hamm
Controller, Assistant Treasurer and
Principal Accounting Officer
/s/ William C. MacMillen, Jr.
Director
/s/ Lawrence B. Fisher
Director
/s/ Bernard G. Palitz
Director
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EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
10.1 Financial Federal Corporation Stock Option Plan, as amended
as of December 12, 1995.*
23.1 Consent of Eisner & Lubin LLP, certified public accountants.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP (contained in the
opinion filed as Exhibit 5.1).
24.1 Power of Attorney (contained on signature page hereto).
* previously filed.
ORRICK HERRINGTON & SUTCLIFFE LLP
July 30, 1997
Financial Federal Corporation
400 Park Avenue, 8th Floor
New York, New York 10022
Re: Financial Federal Corporation
Ladies and Gentlemen:
We have acted as counsel for Financial Federal Corporation, a Nevada
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, on or about the date
of this letter. The Registration Statement relates to 587,482 shares of the
Company's Common Stock, par value $.50 per share (the "Shares"), which will be
issuable upon the exercise of options which may be granted pursuant to the
provisions of the Financial Federal Corporation Stock Option Plan, as amended
as of December 12, 1995 (the "Plan").
In this regard, we have examined executed originals or copies of the
following:
(a) The Amended and Restated Articles of Incorporation ("Certificate of
Incorporation") and the Bylaws of the Company, each as in effect at the date
hereof, certified by the Secretary of State of the State of Nevada or the
Secretary of the Company, respectively.
(b) Resolutions of the Board of Directors of the Company adopted on
July 7, 1997 by unanimous written consent.
(c) The Plan.
(e) The Company's Registration Statement on Form S-8, as filed with the
Securities and Exchange Commission (the "Commission") on December 15, 1993
(Commission File No. 33-72950) as amended by a Registration Statement on Form
S-8, as filed with the Commission on December 23, 1993 and February 6, 1996;
(f) Such other instruments, corporate records, certificates, and other
documents as we have deemed necessary as a basis for the opinion hereinafter
expressed; and
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(g) We have further examined Chapter 78 of the Nevada Revised Statutes
(The Michie Company) entitled "Private Corporations."
Based upon such examination and in reliance thereon and having regard for
legal considerations which we deem relevant, we are of the opinion that the
Shares have been duly authorized and, when issued upon exercise of, and
payment of the exercise price for, stock options granted or to be granted
pursuant to the Plan in accordance with the Plan's terms, the Shares will be
validly issued, fully paid and non-assessable.
With your permission we have assumed the following: (a) the authenticity
of original documents and the genuineness of all signatures; (b) the
conformity to the originals of all documents submitted to us as copies; (c)
the truth, accuracy, and completeness of the information, factual matters,
representations, and warranties contained in the records, documents,
instruments and certificates we have reviewed; (d) except as specifically
covered in the opinions set forth above, the due authorization, execution, and
delivery on behalf of the respective parties thereto of documents referred to
herein and the legal, valid, and binding effect thereof on such parties; and
(e) the absence of any evidence extrinsic to the provisions of the written
agreements between the parties that the parties intended a meaning contrary to
that expressed by those provisions.
We express no opinion as to matters of law in jurisdictions other than
the State of New York (the jurisdiction in which we are licensed to practice)
and the federal securities laws of the United States, except to the extent
necessary to render the opinions set forth above with respect to the
corporation law of the State of Nevada. As you know, we are not licensed to
practice law in the State of Nevada, and our opinions as to Nevada corporate
law are based solely on review of Chapter 78 of the Nevada Revised Statutes,
entitled "Private Corporations."
We consent to the filing of this letter as an exhibit to the Registration
Statement and to the reference to our firm included in the documents
incorporated by reference into the Registration Statement as of the date of
this letter.
Very truly yours,
/s/ORRICK, HERRINGTON & SUTCLIFFE LLP
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to
the incorporation by reference in the Registration Statement on
Form S-8 of our report dated August 30, 1996, included in
Financial Federal Corporation's Annual Report on Form 10-K for the
year ended July 31, 1996, and to all references to our firm
included in this registration statement.
/s/ Eisner & Lubin LLP
CERTIFIED PUBLIC ACCOUNTANTS
New York, New York
July 30, 1997
