<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AAMES FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 95-4340340
(State or other jurisdiction (I.R.S. employer identification No.)
of incorporation)
350 SOUTH GRAND AVENUE, 52ND FLOOR
LOS ANGELES, CALIFORNIA 90071
(Address of principal executive offices) (Zip Code)
1997 STOCK OPTION PLAN,
1997 NON-QUALIFIED STOCK OPTION PLAN
AND STOCK OPTION AGREEMENT BETWEEN
AAMES FINANCIAL CORPORATION AND DAVID A. SKLAR
(Full title of plan)
BARBARA S. POLSKY, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
AAMES FINANCIAL CORPORATION
350 SOUTH GRAND AVENUE, 52ND FLOOR
LOS ANGELES, CALIFORNIA 90071
(Name and address of agent for service)
(213) 210-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed Maximum
Title of Number of Maximum Aggregate
Securities Shares Offering Offering Amount of
to be to be Price Per Price Registration
Registered Registered Share (1)(2) (1)(2) Fee
---------- ------------ ------------ ---------------- ------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per 1,784,000 (4) $ 14.06 $25,083,040.00 $7,287.02(5)
share
Preferred Share 1,784,000 (4) NA N/A N/A
Purchase Rights (3)
</TABLE>
(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) The Rights to purchase the Preferred Stock will be attached to and will
trade with the shares of Common Stock of the Registrant.
(4) Includes 1,084,000 shares of Common Stock previously registered under
the Registrant's Registration Statement on Form S-8 (Registration No.
333-40821) (the "Registration Statement") for which a registration fee
had previously been paid. This Post-Effective Amendment No. 1 registers
an additional 700,000 shares in accordance with General Instruction E to
Form S-8.
(5) Includes $4,383.63 previously paid in connection with the Registration
Statement.
<PAGE> 2
This Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-8 (Registration No. 333-40821) incorporates by reference the
contents of such earlier Registration Statement.
PART II
ITEM 8. EXHIBITS.
4.1 Registrant's 1997 Stock Option Plan*/
4.2 Registrant's 1997 Non-Qualified Stock Option Plan (amended and
restated)
4.3 Stock Option Agreement between the Registrant and David A.
Sklar*/
5.1 Opinion of Linda M. Iannone, Esq., Associate General Counsel and
Assistant Secretary of the Registrant, regarding validity of
securities
23.1 Consent of Price Waterhouse LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Linda M. Iannone, Esq., Associate General Counsel and
Assistant Secretary of the Registrant (included in Exhibit 5.1)
*/Previously filed.
2
<PAGE> 3
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 June 24, 1998.
AAMES FINANCIAL CORPORATION
(Registrant)
By: /s/ Cary H. Thompson
-------------------------------
Cary H. Thompson
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Cary H. Thompson and David A. Sklar 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 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Cary H. Thompson Chief Executive Officer and Director June 24, 1998
- - ------------------------------- (Principal Executive Officer)
Cary H. Thompson
/s/ Neil B. Kornswiet* President and Director June 24, 1998
- - -------------------------------
Neil B. Kornswiet
/s/ David A. Sklar Executive Vice President-Finance and June 24, 1998
- - ------------------------------- Chief Financial Officer
David A. Sklar (Principal Financial and Accounting Officer)
/s/ George W. Coombe, Jr.* Director June 24, 1998
- - -------------------------------
George W. Coombe, Jr.
/s/ John C. Getzelman* Director June 24, 1998
- - -------------------------------
John C. Getzelman
/s/ Melvyn Kinder* Director June 24, 1998
- - -------------------------------
Melvyn Kinder
/s/ Lee Masters* Director June 24, 1998
- - -------------------------------
Lee Masters
/s/ Georges C. St. Laurent, Jr.* Director June 24, 1998
- - -------------------------------
Georges C. St. Laurent, Jr.
</TABLE>
*By: /s/ Cary H. Thompson
-------------------------------
Cary H. Thompson
Attorney-in-fact
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
- - ------- -----------
<S> <C>
4.1 Registrant's 1997 Stock Option Plan*/
4.2 Registrant's 1997 Non-Qualified Stock Option Plan (amended and
restated)
4.3 Stock Option Agreement between the Registrant and David A. Sklar*/
5.1 Opinion of Linda M. Iannone, Esq., Associate General Counsel and
Assistant Secretary of the Registrant, regarding validity of
securities
23.1 Consent of Price Waterhouse, LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Linda M. Iannone, Esq., Associate General Counsel and
Assistant Secretary of the Registrant (included in Exhibit 5.1)
</TABLE>
*/Previously filed.
4
<PAGE> 1
EXHIBIT 4.2
REGISTRANT'S AMENDED AND RESTATED
1997 NON-QUALIFIED STOCK OPTION PLAN
<PAGE> 2
AAMES FINANCIAL CORPORATION
1997 NON-QUALIFIED STOCK OPTION PLAN
Amended and Restated effective May 22, 1998
1. PURPOSE OF THE PLAN.
The name of this plan is the Aames Financial Corporation 1997
Non-Qualified Stock Option Plan (the "Plan"). The purpose of the Plan is to
enable Aames Financial Corporation, a Delaware corporation (the "Company"), and
any parent company of and/or any subsidiary of the Company to obtain and retain
the services of the types of officers, employees and consultants who will
contribute to the Company's long range success and to provide incentives which
are linked directly to increases in share value which will inure to the benefit
of all stockholders of the Company.
2. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by a committee of the Board of Directors
of the Company (the "Committee") consisting of two or more directors, each of
whom shall be both a "Non-Employee Director," as that term is defined in Rule
16b-3(b) of the Rules and Regulations (the "Rules") of the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and an "outside director" for purposes of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code") and the regulations of
the Internal Revenue Service adopted thereunder, as such Rules and such Section
and regulations may from time to time be amended or interpreted. Members of the
Committee shall serve at the pleasure of the Board of Directors of the Company.
The Committee shall have all the powers vested in it by the terms of the
Plan, including exclusive authority, (i) to select from among eligible officers,
employees and consultants those persons to be granted "Awards" (as defined
below) under the Plan; (ii) to determine the type, size and terms of individual
Awards (which need not be identical) to be made to each eligible officer,
employee and/or consultant selected; (iii) to determine the time when Awards
will be granted and to establish objectives and conditions (including, without
limitation, vesting and performance conditions), if any, for earning Awards;
(iv) to amend the terms or conditions of any outstanding Award, subject to
applicable legal restrictions and to the consent of the other party to such
Award; (v) to determine the duration and purpose of leaves of absences which may
be granted to holders of Awards without constituting termination of their
employment for purposes of their Awards; (vi) to authorize any person to
execute, on behalf of the Company, any instrument required to carry out the
purposes of the Plan; and (vii) to make any and all other determinations which
it determines to be necessary or advisable in the administration of the Plan.
The Committee shall have full power and authority to administer and interpret
the Plan and to adopt, amend and revoke such rules, regulations, agreements,
guidelines and instruments for the administration of the Plan and for the
conduct of its business as the Committee deems necessary or advisable. The
Committee's interpretation of the Plan, and all actions taken and determinations
made by the Committee pursuant to the powers vested in it hereunder, shall be
conclusive and binding on all parties concerned, including the Company, its
stockholders, any participants in the Plan and any other employee of the Company
or any parent company or any subsidiary of the Company. Notwithstanding the
foregoing, the Committee shall have no authority to reprice underwater Awards
(i.e., Awards for which the exercise price is greater than the current Fair
Market Value of the Common Stock), without the approval of the Company's
stockholders.
3. PERSONS ELIGIBLE UNDER THE PLAN.
Any person who is an officer, employee or consultant of the Company, or
of any current or future parent company or subsidiary of the Company (an
"Optionee"), shall be eligible to be considered for the grant of Awards under
the Plan.
4. AWARDS.
(a) Stock Options. Awards authorized under the Plan shall solely consist
of options to purchase of the Common Stock, par value $0.001 per share, of the
Company (the "Common Stock"), which options shall be designated Non-Statutory
Stock Options hereunder (as defined below).
(b) Consideration. Common Stock may be issued pursuant to an Award for
any lawful consideration as determined by the Committee, including, without
limitation, services rendered, or to the extent permitted by applicable state
law, to be rendered by the recipient of the Award, or the delivery of a
promissory note or other deferred payment obligation
<PAGE> 3
by the Optionee. All Awards granted under this Plan shall be exercisable at an
exercise price equal to 100% of the Fair Market Value of a share of Common Stock
on the Date of Grant.
(c) Guidelines. The Committee may adopt, amend or revoke from time to
time written policies implementing the Plan. Such policies may include, but need
not be limited to, the type, size and term of Awards to be made to participants
and the conditions for payment of such Awards; provided, however, that all
Awards granted under the Plan shall have a term of 10 years, except as otherwise
required by the Code.
(d) Terms and Conditions. Subject to Section 4(e) and the other
provisions of the Plan, the Committee, in its sole and absolute discretion,
shall determine all of the terms and conditions of each Award granted pursuant
to the Plan, which terms and conditions may include, among other things, a
provision permitting the recipient of such Award to pay the purchase price of
the Common Stock or other property issuable pursuant to such Award, or to pay
such recipient's tax withholding obligation with respect to such issuance, in
whole or in part, by delivering previously owned shares of capital stock of the
Company (including "pyramiding") or other property, or by reducing the number of
shares of Common Stock or the amount of other property otherwise issuable
pursuant to such Award; provided, however, that, unless otherwise expressly
determined by the Committee, all Awards granted to Executive Officers shall
contain provisions allowing for the payment of the total amount of the Award
exercise price and all tax withholding obligations by means of the delivery of
shares of Common Stock of the Company and/or the reduction of the number of
shares of Common Stock or the amount of other property otherwise issuable
pursuant to an Award.
(e) Mandatory Terms and Conditions. Unless otherwise expressly
determined by the Committee, each Award shall provide that as soon as
practicable following the Committee's determination that a Change in Control of
the Company (as herein defined) is likely to occur, the Committee shall provide
each Optionee who then holds an Award with notice of such event (an
"Acceleration Notice"). Unless otherwise expressly determined by the Committee,
each Award shall further provide that, regardless of the vesting schedule
contained in an Award, each Optionee receiving an Acceleration Notice may during
the 15 calendar days following the receipt of an Acceleration Notice exercise
the Award (the "Accelerated Exercise"), in whole or in part, by delivering the
Award certificate together with the exercise price associated therewith, if any,
to the Company; provided, however, that if the Change in Control does not occur
the Optionee's Accelerated Exercise shall be of no effect and the Optionee shall
be returned his or her Award certificate together with any exercise price paid
in connection with the Accelerated Exercise (but without interest thereon).
Unless otherwise expressly determined by the Committee, for purposes of the
Plan, a "Change in Control" shall mean the occurrence of any of the following
events after the Effective Date (as herein defined):
(i) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act ("Rule 13d-3")) of 50% or more of the
combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the
"Outstanding Voting Securities"); provided, however, that neither of the
following acquisitions shall constitute a Change in Control: (1) any
acquisition by the Company or (2) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company; or
(ii) Individuals who, as of the date hereof, constitute the
Board of Directors of the Company (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board of Directors of
the Company; provided, however, that any individual becoming a director
subsequent to the date hereof whose election or nomination for election
by the stockholders of the Company, shall be approved by a vote of at
least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the
Incumbent Board; or
(iii) Approval by the stockholders of the Company of a
reorganization, merger or consolidation, in each case, unless in
connection with such reorganization, merger or consolidation; (1) more
than 50% of the combined voting power of the then outstanding voting
securities of the corporation resulting from such reorganization, merger
or consolidation, which may be the Company (the "Resulting Corporation")
entitled to vote generally in the election of directors (the "Resulting
Corporation Voting Securities") shall then be owned beneficially,
directly or indirectly, by all or substantially all of the Persons who
were the beneficial owners of Outstanding Voting Securities immediately
prior to such reorganization, merger or consolidation, in substantially
the same proportions as their respective ownerships of Outstanding
Voting Securities immediately prior to such
<PAGE> 4
reorganization, merger or consolidation; (2) no Person (excluding the
Company, any employee benefit plan (or related trust) of the Company,
the Resulting Corporation and any Person beneficially owning,
immediately prior to such reorganization, merger or consolidation,
directly or indirectly, 20% or more of the combined voting power of
Outstanding Voting Securities) shall own beneficially, directly or
indirectly, 20% or more of the combined voting power of the Resulting
Corporation Voting Securities; and (3) at least a majority of the
members of the Board shall have been members of the Incumbent Board at
the time of the execution of the initial agreement providing for such
reorganization, merger or consolidation; or
(iv) Approval by the stockholders of the Company of (1) a
complete liquidation or dissolution of the Company or (2) sale or other
disposition of all or substantially all of the assets of the Company,
other than to a corporation (the "Buyer") with respect to which (x)
following such sale or other disposition, more than 50% of the combined
voting power of securities of Buyer entitled to vote generally in the
election of directors ("Buyer Voting Securities"), shall be owned
beneficially, directly or indirectly, by all or substantially all of the
persons who were beneficial owners of the Outstanding Voting Securities
immediately prior to such sale or other disposition, in substantially
the same proportion as their respective ownership of Outstanding Voting
Securities, immediately prior to such sale or other disposition; (y) no
Person (excluding the Company and any employee benefit plan (or related
trust) of the Company or Buyer and any Person that shall immediately
prior to such sale or other disposition own beneficially, directly or
indirectly, 20% or more of the combined voting power of Outstanding
Voting Securities), shall own beneficially, directly or indirectly, 20%
of more of the combined voting power or, Buyer Voting Securities; and
(z) at least a majority of the members of the board of directors of
Buyer shall have been members of the Incumbent Board at the time of the
execution of the initial agreement or action of the board providing for
such sale or other disposition or assets of the Company.
(f) Maximum Awards. An Optionee may be granted multiple Awards under the
Plan. However, notwithstanding any other provision of the Plan, no Optionee
shall receive Awards to acquire more than 35,000 shares of the Common Stock.
(g) Suspension or Termination of Awards. If the Board of Directors of
the Company determines that an Optionee has committed an act of embezzlement,
fraud, nonpayment of any obligation owed to the Company or any subsidiary,
breach of fiduciary duty or deliberate disregard of the Company's rules
resulting in loss, damage or injury to the Company, or if an Optionee makes an
unauthorized disclosure of trade secret or confidential information of the
Company, engages in any conduct constituting unfair competition, or induces any
customer of the Company to breach a contract with the Company, the Committee may
terminate the Optionee's rights under any then outstanding Award. In making such
determination, the Board of Directors of the Company shall act fairly and shall
give the Optionee a reasonable opportunity to appear and present evidence on his
or her behalf at a hearing before a committee of the Board of Directors of the
Company; and if the Optionee is an Executive Officer, the determination of the
Board of Directors of the Company shall be subject to the approval of the
Committee.
5. SHARES AVAILABLE FOR AWARDS.
The aggregate number of shares of Common Stock that may be issued or
issuable pursuant to all Awards under the Plan shall not exceed an aggregate of
1,300,000 shares of Common Stock, subject to adjustment as provided in Section 7
of the Plan. Shares of Common Stock subject to the Plan may consist, in whole or
in part, of authorized and unissued shares or treasury shares. Any shares of
Common Stock subject to an Award which for any reason expires or is terminated
unexercised as to such shares shall again be available for issuance under the
Plan. For purposes of this Section 5, the aggregate number of shares of Common
Stock that may be issued at any time pursuant to Awards granted under the Plan
shall be reduced by: (i) the number of shares of Common Stock previously issued
pursuant to Awards granted under the Plan, other than shares of Common Stock
subsequently reacquired by the Company pursuant to the terms and conditions of
such Awards and with respect to which the holder thereof received no benefits of
ownership, such as dividends; and (ii) the number of shares of Common Stock
which were otherwise issuable pursuant to Awards granted under this Plan but
which were withheld by the Company as payment of the purchase price of the
Common Stock issued pursuant to such Awards or as payment of the recipient's tax
withholding obligation with respect to such issuance.
<PAGE> 5
6. VESTING.
The Committee may determine that all or a portion of an Award granted to
a participant under the Plan shall be vested at such times and upon such terms
as may be selected by the Committee in its sole discretion; provided, however,
that, unless otherwise expressly determined by the Committee, all Awards granted
to Executive Officers shall provide for vesting in four annual installments
commencing on the first anniversary of the Date of Grant of such Award.
7. DILUTION AND OTHER ADJUSTMENTS.
In the event of any change in the outstanding shares of the Common Stock
or other securities then subject to the Plan by reason of any stock split,
reverse stock split, stock dividend, recapitalization, merger, consolidation,
combination or exchange of shares or other similar corporate change, or if the
outstanding securities of the class then subject to the Plan are exchanged for
or converted into cash, property or a different kind of securities, or if cash,
property or securities are distributed in respect of such outstanding securities
(other than a regular cash dividend), then, unless the terms of such transaction
shall provide otherwise, such equitable adjustments shall be made in the Plan
and the Awards thereunder (including, without limitation, appropriate and
proportionate adjustments in (i) the number and type of shares or other
securities or cash or other property that may be acquired pursuant to Awards
theretofore granted under the Plan, (ii) the maximum number and type of shares
or other securities that may be issued pursuant to Awards thereafter granted
under the Plan and (iii) the maximum number of securities with respect to which
Awards may thereafter be granted to any Optionee in any fiscal year) as the
Committee determines are necessary or appropriate, including, if necessary, any
adjustments in the maximum number of shares referred to in Section 5 of the
Plan. Such adjustments shall be conclusive and binding for all purposes of the
Plan.
8. MISCELLANEOUS PROVISIONS.
(a) Definitions. As used herein, (i) "subsidiary" means any current or
future corporation which would be a "subsidiary corporation," as that term is
defined in Section 424(f) of the Code, of the Company; (ii) "Date of Grant"
means the date on which the Committee adopts a resolution expressly granting an
Award to an eligible participant in the Plan, or if a different date is set
forth in such resolution as the Date of Grant, then such date as set forth in
such resolution (iii) "Fair Market Value" per share at any date shall mean (a)
if the Common Stock is listed on an exchange or exchanges, or admitted for
trading in a market system which provides last sale data under Rule 11Aa3-1 of
the General Rules and Regulations of the SEC under the Exchange Act (a "Market
System"), the last reported sales price per share on the last business day prior
to such date on the principal exchange on which it is traded, or in a Market
System, as applicable, or if no sale was made on such day on such principal
exchange or in such a Market System, as applicable, the last reported sales
price per share on the most recent day prior to such date on which a sale was
reported on such exchange or such Market System, as applicable; or (b) if the
Common Stock is not then traded on an exchange or in a Market System, the
average of the closing bid and asked prices per share for the Common Stock in
the over-the-counter market as quoted on NASDAQ on the day prior to such date;
or (c) if the Common Stock is not listed on an exchange or quoted on NASDAQ, an
amount determined in good faith by the Committee; (iv) "Outside Director" means
a Director who is not (a) a current employee of the Company (or any related
entity), (b) a former employee of the Company (or any related entity) who is
receiving compensation for prior services (other than benefits under a
tax-qualified retirement plan), (c) a former officer of the Company (or any
related entity), or (d) a consultant or person otherwise receiving compensation
or other remuneration, either directly or indirectly, in any capacity other than
as a Director; (v) "Executive Officer" means a person holding one of the offices
enumerated in Rule 16a-1(f) of the Rules; (vi) "Non-Statutory Stock Option"
means an Award in the form of a stock option that is not an incentive stock
option under Section 422 of the Code; and (vii) the term "or" means "and/or."
(b) Conditions on Issuance. Securities shall not be issued pursuant to
Awards unless the grant and issuance thereof shall comply with all relevant
provisions of law and the requirements of any securities exchange or quotation
system upon which any securities of the Company are listed, and shall be further
subject to approval of counsel for the Company with respect to such compliance.
Inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is determined by Company counsel to be necessary
to the lawful issuance and sale of any security or Award, shall relieve the
Company of any liability in respect of the nonissuance or sale of such
securities as to which requisite authority shall not have been obtained.
(c) Rights as Stockholder. A participant under the Plan shall have no
rights as a holder of Common Stock with respect to Awards hereunder, unless and
until certificates for shares of such stock are issued to the participant.
<PAGE> 6
(d) Assignment or Transfer. At the discretion of the Committee, Awards
under the Plan and rights or interests therein may be assignable or transferable
by a participant.
(e) Agreements. All Awards granted under the Plan shall be evidenced by
written agreements in such form and containing such terms and conditions (not
inconsistent with the Plan) as the Committee shall from time to time adopt.
(f) Withholding Taxes. Subject to Section 4(d)(ii) of the Plan, the
Company shall have the right to deduct from all Awards hereunder paid in cash
any federal, state, local or foreign taxes required by law to be withheld with
respect to such awards and, with respect to awards paid in stock, to require the
payment (through withholding from the participant's salary or otherwise) of any
such taxes. The obligation of the Company to make delivery of Awards in cash or
Common Stock shall be subject to currency or other restrictions imposed by any
government authorities.
(g) No Rights to Award. No Optionee or other person shall have any right
to be granted an Award under the Plan. Neither the Plan nor any action taken
hereunder shall be construed as giving any Optionee any right to be retained in
the employ of the Company or any of its subsidiaries or shall interfere with or
restrict in any way the rights of the Company or any of its subsidiaries, which
are hereby reserved, to discharge the Optionee at any time for any reason
whatsoever, with or without good cause.
(h) Costs and Expenses. The costs and expenses of administering the Plan
shall be borne by the Company and not charged to any Award nor to any Optionee
receiving an Award.
(i) Funding of Plan. The Plan shall be unfunded. The Company shall not
be required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any Award under the Plan.
9. AMENDMENTS AND TERMINATION.
(a) Amendments. The Committee may at any time terminate or from time to
time amend the Plan in whole or in part, but no such action shall adversely
affect any rights or obligations with respect to any Awards theretofore made
under the Plan. However, with the consent of the Optionee affected, the
Committee may amend outstanding agreements evidencing Awards under the Plan in a
manner not inconsistent with the terms of the Plan.
(b) Stockholder Approval. To the extent that Rule 16b-3 of the Rules,
Section 422 of the Code, other applicable law, or the rules, regulations,
procedures or listing agreement of any national securities exchange or quotation
system, requires that any such amendment to the Plan be approved by the
stockholders of the Company, no such amendment shall be effective unless and
until it is approved by the stockholders in such a manner and to such a degree
as is required.
(c) Termination. Unless the Plan shall theretofore have been terminated
as above provided, the Plan (but not the Awards theretofore granted under the
Plan) shall terminate on, and no Awards shall be granted after, October 1, 2007.
10. EFFECTIVE DATE.
The Plan shall be effective as of October 1, 1997 (the "Effective
Date").
11. GOVERNING LAW.
The corporate law of Delaware shall govern issues related to the
validity and issuance of Common Stock. Otherwise, the Plan and any agreements
entered into thereunder shall be construed and governed by the laws of the State
of California applicable to contracts made within, and to be performed wholly
within, such state.
<PAGE> 1
EXHIBIT 5.1
OPINION OF LINDA M. IANNONE, ESQ.,
ASSOCIATE GENERAL COUNSEL
AND ASSISTANT SECRETARY OF THE REGISTRANT, REGARDING
VALIDITY OF SECURITIES
<PAGE> 2
June 22, 1998
Aames Financial Corporation
350 South Grand Avenue
Los Angeles, California 90071
RE: POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM
S-8 REGISTERING SHARES ISSUABLE UNDER THE AAMES FINANCIAL
CORPORATION (THE "COMPANY") 1997 NON-QUALIFIED STOCK OPTION
PLAN, AMENDED AND RESTATED EFFECTIVE MAY 22, 1998 (THE "PLAN")
Ladies and Gentlemen:
At your request, I have examined Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 (the "Registration Statement") being filed by
the Company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of 700,000 additional shares of the common stock, par value $.001 per
share (the "Common Stock"), of the Company which may be issued pursuant to the
exercise of options under the Plan.
I have examined such instruments, documents and records which I deemed
relevant and necessary for the basis of my opinion hereinafter expressed. In
such examination, I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals and the conformity to
the originals of all documents submitted to me as copies.
Based on such examination, I am of the opinion that the 700,000
additional shares of Common Stock which may be issued upon exercise of options
under the Plan are duly authorized shares of the Company's Common Stock, and,
when issued against payment of the purchase price therefor in accordance with
the provisions of the Plan, will be validly issued, fully paid and
non-assessable.
This opinion is issued to you solely for use in connection with
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 and is
not to be quoted or otherwise referred to in any financial statements of the
Company or related document, nor is it to be filed with or furnished to any
government agency or other person, without my prior written consent.
<PAGE> 3
Aames Financial Corporation
June 22, 1998
Page 2
I hereby consent to the filing of this opinion as an exhibit to
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 which
is being filed by the Company in connection with the registration of the
aforementioned shares of Common Stock under the Securities Act.
Very truly yours,
/s/ LINDA M. IANNONE
Linda M. Iannone
Associate General Counsel
and Assistant Secretary
<PAGE> 1
EXHIBIT 23.1
CONSENT OF PRICE WATERHOUSE LLP
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 25, 1997 appearing on page F-1
of Aames Financial Corporation's Annual Report on Form 10-K for the year ended
June 30, 1997.
/s/ Price Waterhouse LLP
Los Angeles, California
June 23, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF KPMG PEAT MARWICK LLP
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Aames Financial Corporation:
We consent to the incorporation by reference in the Amendment No. 1 to
the Registration Statement on Form S-8 of Aames Financial Corporation ("AFC")
regarding the 1997 Stock Option Plan, the 1997 Non-Qualified Stock Option Plan
and the Stock Option Agreement between Aames Financial Corporation and David A.
Sklar, of our report dated August 16, 1996 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 the June 30, 1997 annual
report on Form 10-K of AFC.
/s/ KPMG Peat Marwick LLP
Orange County, California
June 22, 1998
