As filed with the Securities and Exchange Commission on December 16, 1999
Registration No. 333-_________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FRANCHISE FINANCE CORPORATION OF AMERICA
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(Exact name of registrant as specified in its charter)
DELAWARE 86-0736091
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17207 North Perimeter Drive
Scottsdale, Arizona 85255
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(Address, including zip code, of registrant's principal executive offices)
Franchise Finance Corporation of America
1995 Stock Option and Incentive Plan
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(Full title of the plan)
Morton H. Fleischer
President and Chief Executive Officer
Franchise Finance Corporation of America
17207 North Perimeter Drive
Scottsdale, Arizona 85255 (480) 585-4500
- ----------------------------------------- --------------------------------
(Name and address of agent for service) (Telephone number, including
area code, of agent for service)
With copies sent to:
Paul E. Belitz, Esq.
Kutak Rock
717 17th Street, Suite 2900
Denver, Colorado 80202
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Amount Proposed Proposed Maximum
Title of Securities to be Maximum Offering Aggregate Offering Amount of
to Be Registered(1) Registered(2) Price per share(3) Price(3) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share (including
associated preferred share
purchase rights attached
thereto)...................... 1,500,000 $21.625 $32,437,500 $8,563.50
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</TABLE>
(1) Shares of common stock being registered hereunder are accompanied by
preferred share purchase rights. Until the occurrence of specific
prescribed events, such rights are not exercisable, are evidenced by the
certificates for shares of common stock and will be transferred along with
and only with shares of common stock.
(2) Represents an increase in the number of shares authorized for issuance
under the Registrant's 1995 Stock Option and Incentive Plan.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the rules and regulations under the Securities
Act of 1933, as amended, based on the average of the high and low prices of
the Registrant's Common Stock on December 14, 1999.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN ACCORDANCE
WITH RULE 462 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is being filed by Franchise Finance
Corporation of America, a Delaware corporation (the "Registrant"), to register
an additional 1,500,000 shares of the Registrant's common stock, par value $.01
per share, issuable under the Registrant's 1995 Stock Option and Incentive Plan,
and consists of only those items required by General Instruction E to Form S-8.
PART II
In accordance with General Instruction E to Form S-8, the contents of the
Registrant's Registration Statement on Form S-8, Registration No. 333-00123,
previously filed with the Securities and Exchange Commission on January 9, 1996,
are incorporated herein by reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed with the Securities and Exchange
Commission by the Registrant pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
(b) the Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, June 30, and September 30, 1999; the Registrant's
Current Reports on Forms 8-K, filed with the Commission on January 29, and
April 19, 1999; and the Registrant's Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on April 19, 1999; and
(c) the description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on June 28, 1994, and the description of the
Registrant's preferred share purchase rights contained in the Registrant's
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission on April 19, 1999.
Each document filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all securities offered herein have been sold or that deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
respective date of filing such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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ITEM 8. EXHIBITS
5.01(*) Opinion of Kutak Rock LLP
23.01 Consent of Kutak Rock LLP (included in exhibit 5.01)
23.02(*) Consent of Arthur Andersen LLP
24.01 Power of Attorney (include on the signature page hereto)
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* Filed herewith.
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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 Scottsdale, State of Arizona, on December 10, 1999.
FRANCHISE FINANCE CORPORATION OF AMERICA
By: /s/ Morton H. Fleischer
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Morton H. Fleischer,
Director, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, whose signatures
appear below, hereby constitute and appoint Morton H. Fleischer their true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for them and in their name, place and stead, in any and all
capacities, to sign any and all post-effective amendments to this Registration
Statement, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as full and to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, 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 date indicated.
NAME TITLE DATE
---- ----- ----
/s/ Morton H. Fleischer Director, Chairman of the December 10, 1999
- --------------------------- Board, President and Chief
Morton H. Fleischer Executive Officer
/s/ John Barravecchia Executive Vice President, December 10, 1999
- --------------------------- Chief Financial Officer,
John Barravecchia Treasurer and Assistant
Secretary
/s/ Catherine F. Long Senior Vice President - December 10, 1999
- --------------------------- Finance, Principal Accounting
Catherine F. Long Officer, Assistant Secretary
and Assistant Treasurer
/s/ Willie R. Barnes, Esq. Director December 10, 1999
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Willie R. Barnes, Esq.
/s/ Kelvin L. Davis Director December 10, 1999
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Kelvin L. Davis
/s/ Dennis E. Mitchem Director December 10, 1999
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Dennis E. Mitchem
<PAGE>
/s/ Louis P. Neeb Director December 10, 1999
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Louis P. Neeb
/s/ Kenneth B. Roath Director December 10, 1999
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Kenneth B. Roath
/s/ Casey J. Sylla Director December 10, 1999
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Casey J. Sylla
/s/ Shelby Yastrow Director December 10, 1999
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Shelby Yastrow
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EXHIBIT INDEX
Exhibit No. Description
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5.01(*) Opinion of Kutak Rock LLP
23.01 Consent of Kutak Rock LLP (included in exhibit 5.01)
23.02(*) Consent of Arthur Andersen LLP
24.01 Power of Attorney (include on the signature page hereto)
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* Filed herewith.
KUTAK ROCK LLP ATLANTA
KANSAS CITY
SUITE 2900 LINCOLN
717 SEVENTEENTH STREET LITTLE ROCK
NEW YORK
DENVER, COLORADO 80202-3329 NEWPORT BEACH
OKLAHOMA CITY
303-297-2400 OMAHA
FACSIMILE 303-292-7799 PASADENA
PITTSBURGH
www.kutakrock.com SCOTTSDALE
WASHINGTON
December 16, 1999
Board of Directors
Franchise Finance Corporation of America
17207 North Perimeter Drive
Scottsdale, Arizona 85255
Re: Franchise Finance Corporation of America
Ladies and Gentlemen:
We have acted as counsel to Franchise Finance Corporation of America, a
Delaware corporation (the "Company"), in connection with the filing of the
registration statement on Form S-8 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to an additional 1,500,000 shares of the Company's common stock, par
value $.01 per share, including the preferred share purchase rights attached
thereto (collectively the "Common Stock"), issuable pursuant to the Company's
1995 Stock Option and Incentive Plan (the "Plan"). In rendering this opinion, we
have reviewed such matters, documents and law as we have deemed necessary for
the purposes of this opinion.
Based on and subject to the foregoing, it is our opinion that the shares of
Common Stock, when issued in accordance with the Plan, will be legally issued,
fully paid and nonassessable. We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement. In giving this consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
This opinion is given for the sole benefit of the addressee hereof and may
not be relied upon by or delivered to any other person. In addition, this
opinion relates only to the matters and the transaction specifically referred to
herein, and no other opinions should be implied therefrom.
Very truly yours,
/s/ Kutak Rock LLP
Kutak Rock LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on form S-8 of our report dated January
25, 1999 included in Franchise Finance Corporation of America's Form 10-K for
the year ended December 31, 1998 and to all references to our firm included in
this registration statement.
/s/ Arthur Andersen LLP
Phoenix, Arizona,
December 16, 1999.
