As filed with the Securities and Exchange Commission on October 1, 1997
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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NORTH AMERICAN MORTGAGE COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 68-0267088
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3883 Airway Drive, Santa Rosa, California 95403
(Address, including zip code, of Registrant's principal executive office)
NORTH AMERICAN MORTGAGE COMPANY EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
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Carolyn Owens Vogt, Esq.
Senior Vice President, General Counsel and Secretary
North American Mortgage Company
3883 Airway Drive
Santa Rosa, California 95403
(707) 546-3310
(Name, address, including zip code, and telephone number, including
area code, of Registrant's agent for service)
Copy to:
James M. Cotter, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
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<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount to Offering Aggregate Amount of
Securities to be Price Per Offering Registration
be Registered Registered Unit<F1> Price<F1> Fee<F1>
Common Stock
($.01 par value) . . 100,000 $28.50 $2,850,000 $864
________________________
[FN]
<F1> Estimated solely for purposes of calculating the amount of the
registration fee, pursuant to Rule 457(h) under the Securities Act of
1933, as amended (the "Securities Act"), on the basis of the average of
the high and low price for shares of the Company's Common Stock as
reported on the New York Stock Exchange, Inc. composite tape on
September 26, 1997. Registration fee is further calculated based on a
1/33 of 1% fee, as required by Section 6(b) of the Securities Act.
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<PAGE>
INTRODUCTION
This Registration Statement relates to the registration of
100,000 additional shares of Common Stock, par value $.01 per share, of North
American Mortgage Company, for which a registration statement on Form S-8
(Registration No. 33-49600) relating to the North American Mortgage Company
Employee Stock Purchase Plan and the North American Mortgage Company
Incentive Stock Option Plan (the "Form S-8, Registration No. 33-49600") is
effective. The contents of the Form S-8 Registration No. 33-49600 are
incorporated herein by reference.
<PAGE>
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 Santa Rosa, State of California, on
October 1, 1997.
NORTH AMERICAN MORTGAGE COMPANY
By: /s/ Martin S. Hughes
Martin S. Hughes
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the following
persons in the capacities as indicated this 1st day of October, 1997.
Signature Capacity Date
/s/ John F. Farrell, Jr. Chairman of the Board, October 1, 1997
John F. Farrell, Jr. Chief Executive
Officer and Director
(Principal Executive
Officer)
/s/ Terrance G. Hodel President, Chief October 1, 1997
Terrance G. Hodel Operating Officer and
Director
/s/ Martin S. Hughes Executive Vice October 1, 1997
Martin S. Hughes President, Chief
Financial Officer and
Treasurer (Principal
Financial Officer)
/s/ D. Allan Hoff Senior Vice President October 1, 1997
D. Allan Hoff and Corporate
Controller (Principal
Accounting Officer)
/s/ William L. Brown* Director October 1, 1997
William L. Brown
/s/ William F. Connell* Director October 1, 1997
William F. Connell
<PAGE>
Director October 1, 1997
Magna L. Dodge
Director October 1, 1997
William O. Murphy
Director October 1, 1997
Robert J. Murray
/s/ James B. Nicholson*
James B. Nicholson
Director October 1, 1997
By: /s/ Martin S. Hughes
Martin S. Hughes
Attorney in Fact (as designated
pursuant to Form S-8 Registration Statement
filed with the Commission on April 25, 1994)
<PAGE>
NORTH AMERICAN MORTGAGE COMPANY
EXHIBIT INDEX
Exhibit Number Description of Exhibit
4.1 Amended and Restated Certificate of Incorporation
of North American Mortgage Company (incorporated
by reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1996).
4.2 Amended and Restated By-laws of North American
Mortgage Company (incorporated by reference to
Exhibit 3.7 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996).
4.3 North American Mortgage Company Employee Stock
Purchase Plan, as amended
5.1 Opinion of Carolyn Owens Vogt regarding legality
of Shares.
23.1 Consent of Carolyn Owens Vogt -- contained in the
opinion filed as Exhibit 5.1.
23.2 Consent of Ernst & Young regarding financial
statements.
EXHIBIT 4.3
NORTH AMERICAN MORTGAGE COMPANY (Registered Trademark)
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose of the Plan. The North American Mortgage
Company Employee Stock Purchase Plan (the "Plan") is intended to provide a
suitable means by which eligible employees of North American Mortgage Company
(the "Company"), or Subsidiaries (as defined in Section 424(f) of the
Internal Revenue Code of 1986, as amended (the "Code")) of the Company which
the Board of Directors has authorized to adopt this Plan (the "Eligible
Subsidiaries") may accumulate, through voluntary, systematic payroll
deductions, amounts regularly credited for their account to be applied to the
purchase of shares of the common stock of the Company (the "Common Stock")
pursuant to the exercise of options granted from time to time hereunder. the
Plan provides employees with opportunities to acquire proprietary interest in
the Company, and will also provide them with additional incentives to
continue their employment and promote the best interest of the Company.
Options granted under the Plan are intended to qualify under Section 423 of
the Internal Revenue Code of 1986, as amended (the "Code"). [Amended 2/4/97]
2. Shares of Stock Subject to the Plan. Subject to the
provisions of Section 12, the maximum number of shares of Common Stock which
may be issued on the exercise of options granted under the Plan shall not
exceed 518,659 shares of the Company's Common Stock. Any shares subject to
an option under the Plan, which option for any reason expires or is
terminated unexercised as to such shares, shall again be available for
issuance on the exercise of other options granted under the Plan. Shares
delivered on the exercise of options may, at the election of the Board of
Directors of the Company, be authorized but previously unissued stock or
stock reacquired by the Company, or both.
3. Administration. The Plan shall be administered by a
committee ("Committee") composed of not less than two members of the Board of
Directors of the Company, all of whom shall be ineligible to participate in
this Plan and shall otherwise qualify as disinterested persons for purposes
of Rule 16b0-3(c)(2)(i) promulgated by the Securities and Exchange
Commission. Subject to the provisions of the Plan, the Committee shall have
full discretion and the exclusive power (i) to determine the terms and
conditions under which shares shall be offered and corresponding options
shall be granted under the Plan for any Purchase Period consistent with the
provisions of the Plan, and (ii) to resolve all questions relating to the
administration of the Plan. The Committee may delegate such of its
responsibilities under this Section 3 as it may deem fit to officers of the
Corporation to the extent that the exercise of such responsibilities relates
solely to employees of the Corporation who are not subject to Section 16 of
the Securities Exchange Act of 1934.
The interpretation and application by the Committee of any
provision of the Plan shall be final and conclusive on all employees and
other persons having, or claiming to have, an interest under the Plan. The
Committee may in its discretion establish such rules and guidelines relating
to the Plan as it may deem desirable.
<PAGE>
The Committee may employ such legal counsel, consultants and
agents as it may deem desirable for the administration of the Plan and may
rely upon any opinion received from any such counsel or consultant and any
computation received from any such consultant or agent. The Committee shall
keep minutes of its actions under the Plan.
No member of the Board of Directors of the committee shall
be liable for any action or determination made in good faith with respect to
the Plan or any options granted hereunder.
Participants in the Plan may obtain additional information
about the Plan and the Committee by contacting the Company at its principal
executive offices at 3883 Airway Drive, Santa Rosa, California 95403;
telephone (707) 523-5199.
4. Eligibility to Participate. All regular full-time
employees (including officers) of the Company and Eligible Subsidiaries and
all other employees of the Company and Eligible Subsidiaries whose customary
employment is for more than five months in any calendar year or 20 hours per
week, who in each case have been employed by the Company (or its predecessor
companies) or Eligible Subsidiaries for a period of at least 12 months (an
"Employee"), shall be eligible to participate in the Plan. [Am,ended 2/4/97]
At the beginning of each Purchase Period, the Company will
furnish to each Employee a form (hereinafter called a "Notice of Shares
Offered") stating the maximum number of shares which such Employee shall be
eligible to purchase for such Purchase Period in accordance with the
provisions of clause (ii) in the first paragraph of Section 5.
Nothing contained in the Plan shall confer upon any Employee
any right to continue in the employ of the Company or any of its
subsidiaries, or interfere in any way with the right of the Company or any of
its subsidiaries to terminate his employment at any time.
5. Participating in the Plan. An Employee may participate
in the Plan only as of the beginning of a Purchase Period. If an individual
becomes an Employee after the commencement of a Purchase Period, he may not
participate in the Plan until the beginning of the next Purchase period. A
copy of the Plan will be furnished to each Employee prior to the beginning of
the first Purchase Period during which he is eligible to participate. To
participate in the Plan, an Employee must deliver to the Company a contingent
subscription for the Common Stock and authorization for payroll deductions to
effect the purchase of Common Stock and authorization for payroll deductions
to effect the purchase of Common Stock (hereinafter called a "Participation
Election"). In his Participation Election, an Employee must:
(i) authorize payroll deductions within the limits
prescribed in Sections 8 and 9 and specify the percentage to be
deducted regularly form his Compensation (as defined in Section 8);
(ii) elect and authorize the purchase by the
Employee for each Purchase Period of shares of Common Stock on the
Exercise Date (as defined in Section 7) with respect to the
applicable Purchase Period, provided that the number of shares which
can be purchased shall not exceed the number of shares which may be
purchased at a price equal to 85% of the fair market value
(determined in accordance with Section 7) of the Common Stock on the
<PAGE>
first day of such Purchase Period with the anticipated aggregate
amount of payroll deductions authorized for the Purchase Period
(which shall be based upon the participant's rate of Compensation (as
defined in Section 8 hereof) in effect on the first day of the
Purchase Period, except that the amount of all compensation other
than base pay of such Participant taken into account for this purpose
shall be based upon the amount of such compensation other than base
pay paid to the Participant in the last calendar year ending prior to
the first day of the Purchase Period.
(iii) furnish the exact name or names and address
or addresses in which stock certificates for Common Stock purchased
by him under the Plan are to be issued; and
(iv) agree to notify the Company if he should
dispose of Common Stock purchased through the Plan within two years
of the commencement of the Purchase Period in which he purchased such
Common Stock.
Stock certificates for shares of Common Stock purchased
under the Plan may be issued in the Employee's name or, if so designated by
the Employee, in his name and the name of another person who is a member of
his family, with right of survivorship; for this purpose the "family" of an
Employee shall include only his spouse, his ancestors and lineal descendants
and his brothers and sisters.
An Employee need not, and may not, make any down payment in
order to participate in the Plan.
Participation in the Plan is entirely voluntary, and a
participating Employee may withdraw from participation as provided in Section
15 during any Purchase Period at any time prior to the Exercise Date for such
Purchase Period.
Participating elections may be solicited from Employees
prior to the commencement of a Purchase Period.
The Committee may establish a maximum number of shares of
Common Stock which any Employee may purchase under the plan for a Purchase
Period, which amount need not be the same for each Purchase Period.
6. Purchase Periods; Grant of Options. Each Purchase
Period under the Plan shall commence on January 1, of a calendar year (or,
for the first Purchase Period, such date established by the Committee
following the effective date specified in Section 20) and end on December 31
of such year, and shall include all pay periods ending within it. During
each Purchase Period, participating Employees shall accumulate credits to a
bookkeeping account maintained by the Company (hereinafter referred to as
"Stock Purchase Account") through payroll deductions to be made at the close
of each pay period for the purchase of shares of Common Stock under the Plan.
For each Purchase Period of the Company shall grant options to participating
Employees with respect to the number of shares of Common Stock (subject to
the provisions of Sections 2, 5, 11 and 12) which shall be purchasable
through the application of amounts credited to each such Employee's Stock
Purchase Account at the purchase price per share determined on the Exercise
Date for the Purchase Period (such number of shares to be subject to
<PAGE>
reduction in the event of a pro rata apportionment provided for in Section
17).
7. Exercise Dates and Purchase Prices. The last business
day of each Purchase Period shall constitute the "Exercise Date" for such
Purchase Period. Subject to the provision of Section 12, the purchase price
per share of Common Stock to be purchased on an Exercise Date pursuant to the
exercise of options granted for the Purchase Period, through the application
of amounts credited during such Purchase Period to the Stock Purchase
Accounts of participating Employees, shall be the lesser of:
(A) an amount equal to 85% of the fair market value of the Common
stock at the time such option is granted (i.e., the first day of the
Purchase Period), or
(B) an amount equal to 85% of the fair market value of the Common
Stock at the time such option is exercised (i.e., the Exercise Date).
For purposes of the Plan, the fair market value of a share of the Common
Stock on any date shall be (1) if the Common Stock is traded on an
established securities market, the mean between the high and low prices of
such Common Stock for such date, as reported on the composite tape, and (2)
if the Common Stock is not so traded, an amount determined by the Committee
in good faith and based upon such factors as it deems relevant to such
determination.
8. Payroll Deductions - Authorization and Amount.
Employees shall deliver (or cause to be delivered) to the Company their
Participation elections within seven days following the commencement of the
first Purchase Period during which they wish to participate in the Plan.
Employees shall authorize in their Participation Elections
from 1% to 15% (in whole percentage increments) of their Compensation to
which such election relates (subject to the limitations of Section 9). For
purposes of the Plan, the Compensation" of an Employee for any Purchase
Period shall mean the Employee's total compensation as required to be
reported on IRS Form W-2, received during the Purchase Period.
By delivering to the Company within seven days following the
commencement of the next Purchase Period a revised Participating Election, a
participating Employee may change the amount to be deducted from his
Compensation during the next Purchase Period and any subsequently Purchase
Period subject to the limitations of this Section 8 and Section 9.
A participating Employee's authorization for payroll
deductions will remain in effect for the duration of the Plan, subject to the
provisions of Sections 11 and 14, unless his election to purchase Common
Stock shall have been terminated pursuant to the provisions of Section 13,
the amount of the deduction is changed as provided in this Section 8 or the
Employee withdraws or is considered to have withdrawn from the Plan under
Section 15 or 16.
All amounts credited to the Stock Purchase Accounts of
participating Employees shall be held in the general funds of the Company but
shall be used from time to time in accordance with the provisions of the
Plan.
<PAGE>
9. Limitations on the Granting of Options. Anything in the
Plan to the contrary notwithstanding, no participating Employee may be
granted an option which permits his rights to purchase Common Stock under all
employee stock purchase plans of the Company and its parent and subsidiary
companies (if any) to accrue at a rate which exceeds $25,000 of fair market
value of such Common Stock (determined at the time such option is granted)
for each calendar year in which such option is outstanding at any time. For
purposes of this section 9:
(i) the right to purchase stock under an option accrues
when the option (or any portion thereof) first becomes exercisable
during the calendar year;
(ii) the right to purchase stock under an option accrues at
the rate provided in the option, but in no case may such rate exceed
$25,000 of fair market value of such stock (determined at the time
such option is granted) for any one calendar year; and
(iii) a right to purchase stock which has accrued under one
option granted pursuant to the Plan may not be carried over to any
other option.
No participating Employee may be granted an option hereunder
if such Employee, immediately after the option is granted, owns (within the
meaning of Section 423(b)(3) of the Code) stock possessing five percent or
more of the total combined voting power or value of all classes of stock of
the Company or if its parent or subsidiary Company. For purposes of the
Plan, the terms "parent corporation" and "subsidiary corporation" shall have
the respective meanings set forth in Section 424 of the Code.
10. Stock Purchase Accounts. The amount deducted from the
Compensation of each participating Employee shall be credited to his
individual Stock Purchase Account. Employees participating in the Plan may
not make direct cash payments to their Stock Purchase Accounts.
Following the close of each Purchase Period the Company will
furnish to each participating Employee a statement of his individual Stock
Purchase Account. This statement shall show (i) the total amount of payroll
deductions for the Purchase Period jusis Stock Purchase Account not already used
for the purchase of Common Stock will be repaid as soon as practicable.
17. Apportionment Stock. If at any time shares of Common
Stock authorized for the purposes of the Plan shall not be available in
sufficient number to meet the purchase requirements under all outstanding
Participation Elections, the Committee shall apportion the remaining
available shares among participating Employees on a pro rate basis. In no
case shall any apportionment of shares be made with respect to a
<PAGE>
participating Employee's election to purchase unless such election is then in
effect (subject only to any suspension provided for in the Plan). The
Committee shall give notice of any such apportionment and of the method of
apportionment used to each participating Employee to whom shares shall have
been apportioned.
18. Government Regulations. The Plan and the obligation of
the Company to issue, sell and deliver Common Stock under the Plan are
subject to all applicable laws and to all applicable rules, regulations and
approvals of government agencies.
19. Amendment or Termination. The Board of Directors of
the Company may at any time amend, suspend or terminate the Plan' provided,
however, that no amendment (other than an amendment authorized by Section 12)
may be made increasing the aggregate number of shares of Common Stock which
may be issued pursuant to the Plan, reducing the minimum purchase price at
which shares may be purchased hereunder, extending the maximum period during
which shares may be purchased hereunder or changing the class of employees
eligible to participate hereunder, without the approval of the holders of a
majority of the outstanding voting shares of the Company.
20. Effective Date. The Plan shall become effective on the
date of its adoption by the Board of Directors of the Company subject to
approval of the Plan be the holders of a majority of the outstanding voting
shares of the Company within 12 months after the date of the Plan's adoption
by said Board of Directors. In the event of the failure to obtain such
shareholder approval, the Plan shall be null and void and the Company shall
have no liability thereunder. No shares of Common Stock may be issued under
the Plan until such shareholder approval has been obtained.
21. Termination. Subject to earlier discontinuance in
accordance with Section 19, the Plan shall terminate on the date preceding
the date which is five years following the effective date specified in
Section 20. Any unexpired Purchase Period that commenced prior to such
termination date shall forthwith expire on such termination date, which shall
be deemed the Exercise Date for such Purchase Period.
EXHIBIT 5.1
[CAROLYN VOGT OPINION]
October 1, 1997
North American Mortgage Company
3883 Airway Drive
Santa Rosa, CA 05403
Ladies and Gentlemen:
I have acted as counsel to North American Mortgage Company, a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement") relating to the issuance by the
Company on additional 100,000 shares of the Company's common stock, par value
$.01 per share (the "Shares").
I have examined the corporate proceedings of the Company in connection with
the Registration Statement and the transactions contemplated thereby, as well
as the Registration Statement and the exhibits thereto. I have also examined
originals or copies, certified or otherwise identified to my satisfaction, of
such other documents, evidence of corporate action and other instruments and
have made such other investigations of law and fact as I have deemed
necessary or appropriate for the purpose of this opinion. As to questions of
fact relevant to this opinion, I have relied upon certificates or written
statements from officers and other appropriate representatives of the Company
and its subsidiaries or public officials. In all such examinations, I have
assumed the genuineness of all signatures, the authority to sign, and the
authenticity of all documents submitted to me as originals. I have also
assumed the conformity with the originals of all documents submitted to me as
copies.
Based upon and subject to the foregoing, and to the
qualifications hereinafter specified, I am of the opinion, assuming
effectiveness of the Registration Statement under the Securities Act of 1933,
as amended, that:
The issuance of Shares has been duly authorized and, when
issued and sold as contemplated by the Registration
Statement, such Shares will be legally issued, fully paid
and non-assessable.
The opinion set forth herein relates solely to the laws of
the State of Illinois, the General Corporation Law of the State of Delaware
and the federal laws of the United States.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Carolyn Owens Vogt
Carolyn Owens Vogt
Senior Vice President
General Counsel and Secretary
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-8) of North American Mortgage Company
(NAMC) relating to the registration of 100,000 shares of NAMC common
stock expected to be issued in connection with the NAMC Employee Stock
Purchase Plan of our report dated January 31, 1997, with respect to the
consolidated financial statements of NAMC and its subsidiaries,
incorporated by reference in its Annual Report (Form 10-K and Amendment 1
thereto on Form 10-K/A) for the year ended December 31, 1996, filed with
the Securities and Exchange Commission and to the incorporation by
reference of our report dated January 31, 1997 with respect to the
financial statement schedules of NAMC included in its Annual Report (Form
10-K and Amendment 1 thereto on Form 10-K/A) for the year ended December
31, 1996, filed with the Securities and Exchange Commission.
Ernst & Young LLC
San Francisco, California
October 1, 1997
