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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CONSUMER PORTFOLIO SERVICES, INC.
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(Exact name of registrant as specified in its charter)
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California 33-0459135
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16355 LAGUNA CANYON ROAD
IRVINE, CALIFORNIA 92618
(949) 753-6800
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(Address of principal executive offices)
CONSUMER PORTFOLIO SERVICES, INC. 1997 LONG-TERM INCENTIVE STOCK PLAN
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(Full title of the plan)
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CHARLES E. BRADLEY, JR.
President
Consumer Portfolio Services, Inc.
16355 Laguna Canyon Road
Irvine, California 92618
(949) 753-6800
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(Name and address of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed maximum
Title of each class of maximum offering aggregate Amount of
securities to be registered Amount to be registered price per security(1) offering price(1) registration fee
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<S> <C> <C> <C> <C>
Common Stock, no par value 162,200 shares $1.421875(2) $ 230,628.13(2) $ 60.89
Common Stock, no par value 1,301,800 shares $0.62500 (3) $ 813,625.00(3) $214.80
Common Stock, no par value 36,000 shares $1.75000 (3) $ 63,000.00(3) $ 16.63
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Total 1,500,000 shares -- $1,107,253.13 $292.32
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) The proposed maximum offering price is computed, pursuant to subdivisions
(h) and (c) of Rule 457, based on the average of high and low prices for
such common stock as reported by Nasdaq on April 25, 2000.
(3) Fixed exercise price of options granted under the plan with respect to the
number of shares shown.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by
reference in this registration statement. All documents subsequently filed by
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 ("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 by reference in the registration statement and to be part thereof
from the date of filing of such documents.
(a) The registrant's annual report on Form 10-K for the year ended
December 31, 1999, as filed March 30, 2000 (and as the same may subsequently be
amended), and the information contained in Part III of the registrant's annual
report on Form 10-K for the year ended December 31, 1998.
(b) Any reports filed by the registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1999.
(c) The description of the registrant's common stock contained in
registrant's registration statement filed under the Exchange Act on October 21,
1992, including amendments thereto filed December 6, 1995 and March 25, 1997 for
the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Mark Creatura, general counsel of the registrant, who has passed upon
the legality of the shares of common stock, no par value, registered hereby, is
a full-time employee of the registrant, and is a participant in the Consumer
Portfolio Services, Inc. 1997 Long-Term Incentive Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under California law, a California corporation may eliminate or limit
the personal liability of a director to the corporation for monetary damages for
breach of the director's duty of care as a director, provided that the breach
does not involve certain enumerated actions, including, among other things,
intentional misconduct or knowing and culpable violation of the law, acts or
omissions which the director believes to be contrary to the best interests of
the corporation or its shareholders or which reflect an absence of good faith on
the director's part, the unlawful purchase or redemption of stock, payment of
unlawful dividends, and receipt of improper personal benefits. The registrant's
Board of Directors believes that such provisions have become commonplace among
major corporations and are beneficial in attracting and retaining qualified
directors, and the registrant's Articles of Incorporation include such
provisions.
The registrant's Articles of Incorporation and Bylaws also impose a
mandatory obligation upon the registrant to indemnify any director or officer to
the fullest extent authorized or permitted by law (as now or hereinafter in
effect), including under circumstances in which indemnification would otherwise
be at the discretion of the registrant.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
The following exhibits are filed:
Exhibit No. Description of Exhibit
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4.1 Consumer Portfolio Services, Inc. 1997 Long-Term Incentive
Stock Plan (incorporated by reference to exhibit 10.2 to
the report on Form 10-K filed by the registrant on
March 10, 1998).
5.1 Opinion of counsel re legality of securities offered.
23.1 Consent of KPMG LLP.
23.2 Consent of counsel (contained in Exhibit 5.1).
ITEM 9. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
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 hereunder, the registrant
will, unless in the opinion of its counsel the matter has already been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933, as amended, 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 (other than as
provided in the proviso and instructions to Item 512(a) of Regulation S-K) (i)
to include any prospectus required by Section 10(a)(3) of the Securities Act of
1933 (the "Securities Act"); (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 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 (a)(1) (i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports that are filed with or furnished to
the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange
Act and are incorporated by reference in the registration statement.
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(2) That, for the purpose of determining any 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.
(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.
(4) 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
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.
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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 Irvine, state of California, on April 26, 2000.
CONSUMER PORTFOLIO SERVICES, INC.
By: /s/ CHARLES E. BRADLEY, JR.
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Charles E. Bradley, Jr., President
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
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<S> <C> <C>
/s/ CHARLES E. BRADLEY, SR. Chairman of the Board of Directors April 26, 2000
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Charles E. Bradley, Sr.
/s/ CHARLES E. BRADLEY, JR. President, Chief Executive April 26, 2000
- ------------------------------------ Officer (Principal Executive
Charles E. Bradley, Jr. Officer) and Director
/s/ JAMES L. STOCK Senior Vice President and Chief April 26, 2000
- ------------------------------------ Financial Officer (Principal
James L. Stock Financial and Accounting Officer)
Director
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William B. Roberts
/s/ JOHN G. POOLE Vice-Chairman of the April 26, 2000
- ------------------------------------ Board of Directors
John G. Poole
Director
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Robert A. Simms
/s/ THOMAS L. CHRYSTIE Director April 26, 2000
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Thomas L. Chrystie
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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4.1 Consumer Portfolio Services, Inc. 1997 Long-Term Incentive
Stock Plan (incorporated by reference to exhibit 10.2 to
the report on Form 10-K filed by the registrant on
March 10, 1998).
5.1 Opinion of counsel re legality of securities offered.
23.1 Consent of KPMG LLP.
23.2 Consent of counsel (contained in Exhibit 5.1).
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EXHIBIT 5.1
OPINION OF COUNSEL
April 26, 2000
Consumer Portfolio Services, Inc.
16355 Laguna Canyon Road
Irvine, CA 92618
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by you with the Securities and Exchange
Commission (the "Commission") on or about April 27, 2000 in connection with the
registration under the Securities Act of 1933, as amended, of a total of
1,500,000 shares of your Common Stock reserved for issuance under the 1997
Long-Term Incentive Stock Plan (the "Shares"). As your counsel in connection
with this transaction, I have examined the proceedings taken and I am familiar
with the proceedings proposed to be taken by you in connection with the sale and
issuance of the Shares.
It is my opinion that the Shares when issued and sold in the manner
described in the Registration Statement will be legally and validly issued,
fully paid and non-assessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of my name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Sincerely,
/s/ MARK CREATURA
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Mark Creatura
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Consumer Portfolio Services, Inc.
We consent to incorporation by reference in the registration statement on Form
S-8 of Consumer Portfolio Services, Inc. of our report dated March 30, 2000,
relating to the consolidated balance sheets of Consumer Portfolio Services, Inc.
and subsidiaries as of December 31, 1999 and 1998, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1999, which report appears in
the December 31, 1999, annual report on Form 10-K of Consumer Portfolio
Services, Inc.
KPMG LLP
Orange County, California
April 26, 2000
