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Registration No. 33-___________
As filed with the Securities and Exchange Commission on July 22, 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.
401 (K) PROFIT SHARING 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 200,000 $ 18.31 $ 3,662,000 $ 1,262.76
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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 July 16, 1996, as
reported by the New York Stock Exchange.
Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests in the Olympic
Financial Ltd. 401(k) Profit Sharing Plan to be offered and sold pursuant
to such plan.
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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 ended March 31, 1996.
(c) The Registrant's Current Reports on Form 8-K dated February
20, 1996 and March 15,1996;
(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; and
(e) The Annual Report on Form 11-K for the Registrant's 401(k)
Profit Sharing Plan for the fiscal year ended December 31, 1995.
All reports and other documents subsequently filed by the Registrant or
by the Olympic Financial Ltd. 401(k) Profit Sharing Plan 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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23.1 Consent of Ernst & Young LLP
24 Power of Attorney (included on signature page)
The Registrant has submitted its 401(k) Profit Sharing Plan to the
Internal Revenue Service (the "IRS") and will make all changes required by
the IRS in order to qualify its 401(k) Profit Sharing Plan under the Employee
Retirement Income Security Act of 1974.
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.
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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 22nd day of July 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 July 22, 1996
- -------------------------- Director (Principal Executive Officer)
Jeffrey C. Mack
/s/ John A. Witham Executive Vice President and Chief Financial July 22, 1996
- -------------------------- Officer (Principal Financial Officer)
John A. Witham
/s/ Brian S. Anderson Senior Vice President, Corporate July 22, 1996
- -------------------------- Controller and Assistant Secretary
Brian S. Anderson (Principal Accounting Officer)
/s/ Scott H. Anderson Director July 22, 1996
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Scott H. Anderson
/s/ A. Mark Berlin, Jr. Director July 22, 1996
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A. Mark Berlin, Jr.
/s/ Lawrence H. Bistodeau Director July 22, 1996
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Lawrence H. Bistodeau
/s/ Robert J. Cresci Director July 22, 1996
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Robert J. Cresci
/s/ James L. Davis Director July 22, 1996
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James L. Davis
/s/ Warren Kantor Director July 22, 1996
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Warren Kantor
/s/ Richard A. Zona Director July 22, 1996
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Richard A. Zona
/s/ Frederick W. Zuckerman Director July 22, 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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23.1 Consent of Ernst & Young LLP
24 Power of Attorney (included on signature page)
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EXHIBIT 23.1
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.
401(k) Profit Sharing Plan (the "Plan"), of our reports (a) 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) and (b)
dated May 31, 1996, with respect to the financial statements of the Plan
included in its Annual Report (Form 11-K) both for the year ended December
31, 1995, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Minneapolis, Minnesota
July 22, 1996
