As filed with the Securities and Exchange Commission on November 30, 2000.
Registration No. 333-
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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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Financial Federal Corporation
(Exact Name of Registrant as Specified in Its Charter)
Nevada 88-0244792
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
733 Third Avenue 10017
New York, New York (Zip Code)
(Address of Principal Executive Offices)
Financial Federal Corporation 1998 Stock Option Plan
(Full title of the plan)
Troy H. Geisser
Senior Vice President and Secretary
733 Third Avenue
New York, New York
(Name and address of agent for service)
(212) 599-8000
(Telephone number, including area code, of agent for service)
Copies to:
Lawrence B. Fisher, Esq.
Brigitte Lippmann, Esq.
Orrick, Herrington & Sutcliffe LLP
666 Fifth Avenue
New York, New York 10103
Telephone: (212) 506-5000
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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Common Stock,
par value $0.50 2,500,000 $22.1875 $55,468,750 $14,643.75
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(1) The number of shares of common stock, par value $0.50 per share (the
"Common Stock"), stated above consists of the aggregate number of shares
which may be sold upon the exercise of options which may hereafter be
granted under the Financial Federal Corporation 1998 Stock Option Plan
(the "Plan"). The maximum number of shares which may be sold upon the
exercise of such options granted under the Plan are subject to adjustment
in accordance with certain anti-dilution and other provisions of the
Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement includes, in addition to the number of shares
stated above, an indeterminate number of shares which may be subject to
grant or otherwise issuable after the operation of any such anti-dilution
and other provisions.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933. The fee is
calculated on the basis of the average of the high and low sale prices
per share of Common Stock as quoted on the New York Stock Exchange on
November 28, 2000 (within 5 business days prior to filing this
Registration Statement).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following information filed with the Securities and Exchange
Commission (the "Commission") is incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended July 31, 2000.
2. The Registrant's Definitive Proxy Statement dated October 30,
2000.
3. The Registrant's Current Report on Form 8-K dated November 23,
2000.
4. The description of the common stock contained in the Registrant's
final prospectus filed pursuant to Rule 424(b)(3) on July 17,1998
pursuant to the Securities Act of 1933, as amended (the
"Securities Act").
In addition, all documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after 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 part hereof from the date of filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable; the class of securities to be offered is registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the shares of common stock registered
under this registration statement has been passed upon for Financial Federal
Corporation by Orrick, Herrington & Sutcliffe LLP. Lawrence B. Fisher, a
director of the Company, is a partner of the law firm of Orrick, Herrington &
Sutcliffe LLP, which has been retained by the Company in connection with
certain legal matters. Mr. Fisher owns 2,500 shares of common stock of the
Company.
Item 6. Indemnification of Directors and Officers.
Section 78.7502 of the Nevada General Corporation Law permits a
corporation to provide discretionary indemnification to any person against
any threatened, pending or completed action, suit or proceeding, except an
action by or in the right of the corporation, by reason of the fact that such
person is or was a director, officer, employee or agent, or is or was serving
at the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against expenses, including attorney's fees, judgments, fines and amounts
paid in settlements, if such indemnified person acted in good faith and in a
manner which such person reasonably believed to be in or not opposed to the
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best interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful.
With respect to any threatened, pending or completed action or suit by
or in the right of the corporation, Section 78.7502 also permits a
corporation to provide discretionary indemnification if such indemnified
person acted in good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interests of the corporation;
provided, however, that indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines otherwise in light of all
the circumstances.
Section 78.7502 provides for mandatory indemnification against expenses,
including attorney's fees, actually and reasonably incurred by such
indemnified person in connection with the defense, to the extent that a
director, officer, employee or agent of a corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred
to in the preceding two paragraphs, or in defense of any claim, issue or
matter therein.
Section 78.751 of the Nevada General Corporation Law permits a
corporation to include in its articles of incorporation, bylaws, and/or
agreements between the corporation and its directors, officers, employees or
agents provisions expanding the scope of indemnification beyond that
specifically provided by current law, except that unless ordered by a court
or for the advancement of certain expenses, indemnification may not be made
to or on behalf of any director or officer if a final adjudication
establishes that such person's acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action. Section 78.752 of the Nevada General Corporation Law permits
a corporation to purchase and maintain insurance or make other financial
arrangements of behalf of any such indemnified persons.
The Ninth and Tenth Articles of Financial Federal Corporation's Restated
Articles of Incorporation provides for the indemnification of directors and
officers to the fullest extent permitted by the General Corporation Law of
Nevada.
Article V, Section 5 of Financial Federal Corporation's Bylaws provides
that the Company shall indemnify to the full extent authorized by law any
person made or threatened to be made a party to an action, suit or
proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that such person or such person's testator or intestate is
or was a director, officer, employee or agent of Financial Federal
Corporation or is or was serving, at the request of the Company, as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
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
Registrant of expenses incurred by a director, officer or controlling person
of the Registrant 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 Registrant 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 of
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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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed as part of this registration statement are as
follows:
Sequential
Exhibit No. Description Page No.
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4.1 Articles of Incorporation of the Registrant. (1)
4.2 Certificate of Amendment of Articles of Incorporation
of the Registrant. (2)
4.3 Amended and Restated By-laws of the Registrant. (3)
4.4 Form of Common Stock Certificate. (4)
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Eisner & Lubin LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP (included
in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
99.1 Financial Federal Corporation 1998 Stock Option Plan. (5)
-----------------------------------------
(1) Previously filed with the Securities and Exchange Commission on March
25, 1992 as exhibit 3.1 to the Registrant's Registration Statement on
Form S-1 (Registration No. 33-46662).
(2) Previously filed with the Securities and Exchange Commission as exhibit
3.4 to the Registrant's Form 10-Q for the quarter ended January 31,
1999.
(3) Previously filed with the Securities and Exchange Commission as exhibit
3.6 to the Registrant's Form 10-Q for the quarter ended January 31,
2000.
(4) Previously filed with the Securities and Exchange Commission on July 7,
1998 as exhibit 4.4 to the Registrant's Registration Statement on Form
S-3 (Registration No. 333-56651).
(5) Previously filed with the Securities and Exchange Commission on October
20, 1998 as exhibit 1 to the Registrant's Preliminary Proxy Statement.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
A. (1) 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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
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in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (A) (1) (i) and (A) (1) (ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange 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 Registrant of expenses incurred by a director,
officer or controlling person of the Registrant 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
Registrant 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 of 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 New York, State of New York, on
this 30th day of November, 2000.
Financial Federal Corporation
(Registrant)
By: /s/ Paul R. Sinsheimer
-----------------------------
Paul R. Sinsheimer
President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Troy Geisser and Angelo Garubo, with
full power to act without the other, and each of them, as such person's true
and lawful attorney- or attorneys-in-fact and agent or agents, with full
power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to the 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 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 such person's 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.
Signature Title Date
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/s/ Clarence Y. Palitz, Jr. Chairman of the Board November 20, 2000
-----------------------------
CLARENCE Y. PALITZ, JR.
/s/ Lawrence B. Fisher Director November 30, 2000
-----------------------------
LAWRENCE B. FISHER
/s/ William C. MacMillen, Jr. Director November 30, 2000
-----------------------------
WILLIAM C. MACMILLEN, JR.
/s/ Bernard G. Palitz Director November 30, 2000
-----------------------------
BERNARD G. PALITZ
/s/ Thomas F. Robards Director November 30, 2000
-----------------------------
THOMAS F. ROBARDS
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/s/ H.E. Timanus, Jr. Director November 30, 2000
-----------------------------
H.E. TIMANUS, JR.
/s/ Paul R. Sinsheimer President, Chief Operating November 30, 2000
----------------------------- Officer and Director
PAUL R. SINSHEIMER
/s/ Michael C. Palitz Executive Vice President, November 30, 2000
----------------------------- Treasurer and Director
MICHAEL C. PALITZ
/s/ Steven F. Groth Senior Vice President and November 30, 2000
----------------------------- Chief Financial Officer
STEVEN F. GROTH (Principal Financial Officer)
/s/ David H. Hamm Controller and Assistant November 30, 2000
----------------------------- Treasurer (Principal
DAVID H. HAMM Accounting Officer)
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EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
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4.1 Articles of Incorporation of the Registrant. (1)
4.2 Certificate of Amendment of Articles of Incorporation
of the Registrant. (2)
4.3 Amended and Restated By-laws of the Registrant. (3)
4.4 Form of Common Stock Certificate. (4)
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Eisner & Lubin LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP (included
in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page).
99.1 Financial Federal Corporation 1998 Stock Option Plan. (5)
-----------------------------
(1) Previously filed with the Securities and Exchange Commission on March
25, 1992 as exhibit 3.1 to the Registrant's Registration Statement on
Form S-1 (Registration No. 33-46662).
(2) Previously filed with the Securities and Exchange Commission as exhibit
3.4 to the Registrant's Form 10-Q for the quarter ended January 31,
1999.
(3) Previously filed with the Securities and Exchange Commission as exhibit
3.6 to the Registrant's Form 10-Q for the quarter ended January 31,
2000.
(4) Previously filed with the Securities and Exchange Commission on July 7,
1998 as exhibit 4.4 to the Registrant's Registration Statement on Form
S-3 (Registration No. 333-56651).
(5) Previously filed with the Securities and Exchange Commission on October
20, 1998 as exhibit 1 to the Registrant's Preliminary Proxy Statement.
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