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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AAMES FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
95-4340340
(I.R.S. employer identification No.)
3731 WILSHIRE BOULEVARD, 10TH FLOOR
LOS ANGELES, CALIFORNIA 90010
(Address of principal executive offices) (ZIP Code)
AAMES FINANCIAL CORPORATION
1995 STOCK INCENTIVE PLAN
(Full title of plan)
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<S> <C>
BARBARA S. POLSKY, ESQ. Copies of communications to:
3731 WILSHIRE BOULEVARD, 10TH FLOOR C.N. FRANKLIN REDDICK III, ESQ.
LOS ANGELES, CALIFORNIA 90010 TROOP MEISINGER STEUBER & PASICH, LLP
(NAME AND ADDRESS OF AGENT FOR SERVICE) 10940 WILSHIRE BOULEVARD
(213) 351-6100 EIGHTH FLOOR
(Telephone number, including area code, of agent for service) LOS ANGELES, CALIFORNIA 90024
(310) 824-7000
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Number of Maximum Maximum
Securities Shares Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1)(2) Price (1)(2) Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock(3) 750,000 $17.25 $12,937,500
141,188 $30.00 $4,235,640
42,289 $11.92 $504,084
25,000 $41.88 $1,047,000
15,000 $18.50 $277,500
4,500 $21.50 $96,750
70,549 $50.50 $3,562,725
-----------
$22,661,199 $7,814
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457.
(2) Calculated pursuant to Rule 457(c) and 457(h)(1).
(3) Includes certain Preferred Stock Purchase Rights of Registrant,
exercisable upon the occurrence of certain events. See "Description of
Capital Stock -- Anti-takeover Provisions" in the Registrant's Annual
Report on Form 10-K for the fiscal year ended June 30, 1996,
incorporated herein.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act are incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1996; and
(b) the Registrant's Current Reports on Form 8-K dated July 10,
1996, August 7, 1996, August 13, 1996 and September 12, 1996
(including Form 8-K/A dated September 16, 1996).
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein by reference and shall be deemed a part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities to be offered are registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has adopted provisions in its Certificate of
Incorporation which limit the liability of directors. As permitted by applicable
provisions of the Delaware General Corporation law (the "Delaware Law"),
directors will not be liable to the Registrant for monetary damages arising from
a breach of their fiduciary duty as directors in certain circumstances. Such
limitation does not affect liability for any breach of a director's duty to the
Registrant or its stockholders (i) with respect to approval by the director of
any transaction from which he derives an improper personal benefit, (ii) with
respect to acts or omissions involving an absence of good faith, that he
believes to be contrary to the best interests of the Registrant or its
stockholders, that involve intentional misconduct or knowing and culpable
violation of law, that constitute an unexcused pattern of inattention that
amounts to an abdication of his duty to the Registrant or its stockholders, or
that show a reckless disregard for his duty to the Registrant or its
stockholders in circumstances in which he was or should have been aware, in the
ordinary course of performing his duties of a risk of serious injury to the
Registrant or its stockholders, or (iii) based on transactions between the
Registrant and its directors or other corporations with interrelated directors
or on improper distributions, loans or guarantees under applicable sections of
the Delaware Law. Such limitation of liability also does not affect the
availability of equitable remedies such as injunctive relief or rescission.
The Registrant's Bylaws provide that the Registrant must indemnify its
directors and officers to the full extent permitted by the Delaware Law,
including circumstances in which indemnification is otherwise discretionary
under the Delaware Law, and the Registrant has entered into indemnification
agreements (the "Indemnification Agreements") with its directors providing such
indemnity. The Indemnification Agreements constitute binding agreements between
the Registrant and each of the other parties thereto, thus preventing the
Registrant from modifying its indemnification policy in a way that is adverse to
any person who is a party to an Indemnification Agreement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
4.1 Registrant's 1995 Stock Incentive Plan.(1)
5.1 Opinion of Barbara S. Polsky, Esq., Senior Vice President, General
Counsel, regarding validity of securities.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Barbara S. Polsky, Esq., Senior Vice President, General
Counsel (included in Exhibit 5.1).
- -----------------------------
1. Incorporated by reference from Registrant's Annual Report on Form 10-K
for the Year Ended June 30, 1996.
ITEM 9. UNDERTAKINGS.
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 Exchange Commission such
indemnification is against public policy as expressed in the 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
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 the 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.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement 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;
(2) That, for the purpose of determining liability under the Securities
Act, 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; and
(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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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
thereof.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
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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 Los Angeles, State of California as of September 12,
1996.
AAMES FINANCIAL CORPORATION
(Registrant)
By: /s/ Gary K. Judis
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Gary K. Judis
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gary K. Judis and Gregory J. Witherspoon and each
of them, his attorney-in-fact and agent, with full power of substitution, for
him in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
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 and about the premises, as fully to all intents and
purposes as he might or could do in person, and hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by the 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 dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Gary K. Judis Chief Executive Officer, September 12, 1996
- ---------------------------------- President, Director
Gary K. Judis
/s/ Cary H. Thompson Chief Operating Officer, Director September 12, 1996
- -------------------------------
Cary H. Thompson
/s/ Gregory J. Witherspoon Executive Vice President - Finance, September 12, 1996
- ------------------------------- Chief Financial Officer, Director
Gregory J. Witherspoon
/s/ Bobbie J. Burroughs Executive Vice President - Administration, September 12, 1996
- --------------------------------- Secretary, Director
Bobbie J. Burroughs
/s/ Mark E. Elbaum Senior Vice President - Finance, September 12, 1996
- -------------------------------- Principal Accounting Officer
Mark E. Elbaum
/s/ Neil B. Kornswiet Executive Vice President, Director September 12, 1996
- ----------------------------------
Neil B. Kornswiet
/s/ Joseph R. Cerrell Director September 12, 1996
- -----------------------------------
Joseph R. Cerrell
/s/ Dennis F. Holt Director September 12, 1996
- -----------------------------------
Dennis F. Holt
/s/ Melvyn Kinder Director September 12, 1996
- -----------------------------------
Melvyn Kinder
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EXHIBIT INDEX
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Sequentially
Exhibit No. Description Numbered Page
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4.1 Registrant's 1995 Stock Incentive Plan.(1)
5.1 Opinion of Barbara S. Polsky, Esq., Senior Vice President,
General Counsel, regarding validity of securities.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Barbara S. Polsky, Esq., Senior Vice President,
General Counsel (included in Exhibit 5.1).
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1. Incorporated by reference from Registrant's Annual Report on Form 10-K
for the Year Ended June 30, 1996.
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EXHIBIT 5.1
September 13, 1996
Aames Financial Corporation
3731 Wilshire Boulevard
Los Angeles, California 90010
Ladies and Gentlemen:
At your request, the undersigned, Barbara S. Polsky, Esq. Senior Vice
President and General Counsel of Aames Financial Corporation, a Delaware
corporation (the "Company"), has examined the Registration Statement on Form S-8
(the "Registration Statement"), to which this letter is attached as Exhibit 5.1,
filed by the Company in order to register under the Securities Act of 1933, as
amended, up to 1,050,000 shares of Common Stock, par value $.001 per share, of
the Company (the "Shares") for issuance under the Company's 1995 Stock Incentive
Plan (the "Plan").
I have examined the Certificate of Incorporation of the Company, its
Bylaws, the Plan and such other corporate records, certificates, documents and
matters of law as I have deemed necessary to render this opinion.
Based on the foregoing and subject to compliance with applicable state
securities and "Blue Sky" laws, I am of the opinion that the Shares have been
duly authorized and upon issuance pursuant to the Plan the Shares will be
validly issued, fully paid and non-assessable.
I consent to the use of this opinion as an Exhibit to the Registration
Statement and to use of my name in the Prospectus constituting a part thereof.
Respectfully submitted,
/s/ Barbara S. Polsky
Barbara S. Polsky, Esq.
Senior Vice President
and General Counsel
Aames Financial Corporation
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our report dated
August 12, 1996 appearing in Aames Financial Corporation's Annual Report on Form
10-K for the year ended June 30, 1996. We also consent to the incorporation by
reference of our report dated August 28, 1996 which appears in the Current
Report on Form 8-K/A dated September 16, 1996. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
Los Angeles, California
September 13, 1996
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Aames Financial Corporation ("AFC") to be filed September 16,
1996 of our report dated August 16, 1996, relating to the balance sheets of One
Stop Mortgage, Inc. as of June 30, 1996 and December 31, 1995 and the related
statements of operations, changes in stockholders' equity and cash flows for the
period January 1, 1996 through June 30, 1996 and the period August 24, 1995
(inception) through December 31, 1995, which report appears in AFC's report on
Form 8-K filed with the United States Securities and Exchange Commission on
September 12, 1996.
/s/ KPMG Peat Marwick LLP
Orange County, California
September 13, 1996
