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Registration No. 33-___________
As filed with the Securities and Exchange Commission on May 15, 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.
1998-2000 RESTRICTED STOCK ELECTION 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
___________________
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
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 600,000 $21.625 $12,975,000 $4,474.14
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</TABLE>
(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 9, 1996, as
reported by the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates herein by reference the following documents or
portions of documents, as of their respective dates as filed with the Securities
and Exchange Commission:
(a) The Registrant's Annual Report on Form 10-K/A-2 for the
fiscal year ended December 31, 1995;
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter March 31, 1996;
(c) The Registrant's Current Reports on Form 8-K dated February
20, 1996, March 15,1996 and March 16, 1996; and
(d) The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A/A-1, File
No. 1-14276.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, 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 in this Registration Statement and to be part
hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Minnesota Statutes Section 302A.521 provides that a Minnesota business
corporation shall indemnify any director, officer, employee or agent of the
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity (as defined) of the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms regarding
such right of indemnification and reference is made thereto for a complete
statement of such indemnification rights.
Article 6 of the Registrant's Restated Bylaws, as amended, provides that
directors, officers, employees and agents, past or present, of the Registrant,
and persons serving as such of another corporation or entity at the request of
the Registrant, shall be indemnified by the Registrant for such expenses and
liabilities, in such manner, under such circumstances, and to such extent as
permitted under Minnesota Statutes 302A.521.
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Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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)
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes as follows:
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
in the registration statement; and
(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 (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
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
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
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.
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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 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
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering the thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant, 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 of 1933 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 or paid 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 whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
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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 15th day of May 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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Jeffrey C. Mack Chief Executive Officer, President and May 15, 1996
- -------------------------- Director (Principal Executive Officer)
Jeffrey C. Mack
/s/ John A. Witham Executive Vice President and Chief Financial May 15, 1996
- -------------------------- Officer (Principal Financial Officer)
John A. Witham
/s/ Brian S. Anderson Senior Vice President, Corporate May 15, 1996
- -------------------------- Controller and Assistant Secretary
Brian S. Anderson (Principal Accounting Officer)
/s/ Scott H. Anderson Director May 15, 1996
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Scott H. Anderson
/s/ A. Mark Berlin, Jr. Director May 15, 1996
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A. Mark Berlin, Jr.
/s/ Lawrence H. Bistodeau Director May 15, 1996
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Lawrence H. Bistodeau
/s/ Robert J. Cresci Director May 15, 1996
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Robert J. Cresci
/s/ James L. Davis Director May 15, 1996
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James L. Davis
/s/ Warren Kantor Director May 15, 1996
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Warren Kantor
/s/ Richard A. Zona Director May 15, 1996
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Richard A. Zona
/s/ Frederick W. Zuckerman Director May 15, 1996
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Frederick W. Zuckerman
</TABLE>
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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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Exhibit 5.1
Olympic Financial Ltd.
7825 Washington Avenue South
Minneapolis, MN 55439
Re: Registration Statement on Form S-8
1998-2000 Restricted Stock Election 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 600,000
shares of Common Stock, $.01 par value per share, of the Company (the "Shares"),
issuable pursuant to awards granted under the Company's 1998-2000 Restricted
Stock Election 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.
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.
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Olympic Financial Ltd.
May 15, 1996
Page 2
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.
1998-2000 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
May 13, 1996
