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Registration No. 33-___________
As filed with the Securities and Exchange Commission on June 6, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
OLYMPIC FINANCIAL LTD.
(Exact name of registrant as specified in its charter)
Minnesota 41-1664848
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
___________________
7825 Washington Avenue South
Minneapolis, Minnesota 55439-2444
(Address, including zip code,
of registrant's principal executive offices)
___________________
OLYMPIC FINANCIAL LTD.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
___________________
Jeffrey C. Mack
Olympic Financial Ltd.
Olympic Financial Center
7825 Washington Avenue South
Minneapolis, Minnesota 55439-2435
(612) 942-9880
(Name, address and telephone number,
including area code, of agent for service of process)
___________________
Copy to:
Richard G. Swanson, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minnesota, Minnesota 55402
___________________
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Amount to be offering price per aggregate offering Amount of
Title of securities to be registered registered share(1) price registration fee
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<S> <C> <C> <C> <C>
Common stock, $.01 par value 300,000 $23.50 $7,050,000 $2,431.03
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the average of the high and low
prices for shares of the Registrant's Common Stock on May 31, 1996, as
reported by the New York Stock Exchange.
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PART II
This Registration Statement on Form S-8 relates to additional shares
of Common Stock to be issued by the Registrant under its Employee Stock Purchase
Plan (the "Plan"). The Registrant hereby incorporates by reference the contents
of its previously filed Registration Statement on Form S-8 relating to the Plan
(Commission File No. 33-56782).
ITEM 8. EXHIBITS.
Exhibit
Number Description
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5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24 Power of Attorney (included on signature page)
II-1
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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 Minneapolis, Minnesota on the 6th day of June 1996.
OLYMPIC FINANCIAL LTD.
By /s/Jeffrey C.Mack
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Jeffrey C. Mack
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jeffrey C. Mack and John A. Witham, or
either of them (with full power to act alone), as his true and lawful
attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or 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, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, 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 their 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 indicated.
Signature Title Date
/s/Jeffrey C. Mack Chief Executive Officer, President and June 6, 1996
- -------------------- Director (Principal Executive Officer)
Jeffrey C. Mack
/s/John A. Witham Executive Vice President and Chief June 6, 1996
- -------------------- Financial Officer (Principal Financial
John A. Witham Officer)
/s/Brian S. Anderson Senior Vice President, Corporate June 6, 1996
- -------------------- Controller and Assistant Secretary
Brian S. Anderson (Principal Accounting Officer)
/s/Scott H. Anderson Director June 6, 1996
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Scott H. Anderson
/s/A. Mark Berlin, Jr. Director June 6, 1996
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A. Mark Berlin, Jr.
/s/Lawrence H. Bistodeau Director June 6, 1996
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Lawrence H. Bistodeau
/s/Robert J. Cresci Director June 6, 1996
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Robert J. Cresci
/s/James L. Davis Director June 6, 1996
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James L. Davis
/s/Warren Kantor Director June 6, 1996
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Warren Kantor
/s/Richard A. Zona Director June 6, 1996
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Richard A. Zona
/s/Frederick W. Zuckerman Director June 6, 1996
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Frederick W. Zuckerman
II-2
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EXHIBIT INDEX TO
FORM S-8
OLYMPIC FINANCIAL LTD.
Exhibit
Number Description Page No.
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5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24 Power of Attorney (included on signature page)
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[LETTERHEAD OF DORSEY & WHITNEY LLP]
Olympic Financial Ltd.
7825 Washington Avenue South
Minneapolis, MN 55439
Re: Registration Statement on Form S-8
Olympic Financial Ltd. Employee Stock Purchase Plan
Ladies and Gentlemen:
We have acted as counsel to Olympic Financial Ltd., a Minnesota
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 relating to the sale by the Company from time to time of up to 300,000
shares of Common Stock, $.01 par value per share, of the Company (the "Shares")
issuable pursuant to awards granted under the Company's Employee Stock Purchase
Plan (the "Plan").
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of the
opinions set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
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Olympic Financial Ltd.
June 6, 1996
Page 2
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
above-described Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
RGS
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We Consent to the incorporation by reference in the Registration Statement
(Form S-8) of Olympic Financial Ltd. pertaining to the Olympic Financial Ltd.
1996-2000 Restricted Stock Election Plan, of our report dated January 19,
1996, with respect to the consolidated financial statements, as amended, of
Olympic Financial Ltd. included in its Annual Report (Form 10-K/A-2) for the
year ended December 31, 1995 filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Minneapolis, Minnesota
June 6, 1996
