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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1998
REGISTRATION NO. 333-52871
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TELEBANC FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 6712 13-3759196
(STATE OF INCORPORATION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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1111 NORTH HIGHLAND STREET
ARLINGTON, VIRGINIA 22201
(703) 247-3700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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AILEEN LOPEZ PUGH
TELEBANC FINANCIAL CORPORATION
1111 NORTH HIGHLAND STREET
ARLINGTON, VIRGINIA 22201
(703) 247-3705
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S AGENT FOR SERVICE)
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Copies of communications to:
ELLEN CANAN GRADY, ESQ.
SHAW PITTMAN POTTS & TROWBRIDGE
1501 FARM CREDIT DRIVE
MCLEAN, VIRGINIA 22102
(703) 790-7946
CARTER STRONG, ESQ.
ARENT FOX KINTNER PLOTKIN & KAHN, PLLC
1050 CONNECTICUT AVENUE
WASHINGTON, D.C. 20036
(202) 857-6252
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. [ ]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-52871
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE
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Common stock, par value $.01 per
share............................ 460,000 $14.50 $6,670,000 $1,968
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(1) Includes 60,000 shares of Common Stock to cover over-allotments, if any.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The registration statement filed on Form S-2 (File No. 333-52871) by
TeleBanc Financial Corporation (the "Registrant"), dated July 22, 1998, is
hereby incorporated by reference.
EXHIBITS
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5 Form of opinion of Shaw Pittman Potts & Trowbridge as to the
legality of the securities being registered
23.1 Consent of Shaw Pittman Potts & Trowbridge (included as part
of Exhibit 5)
23.2 Consent of Arthur Andersen LLP
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CERTIFICATION
The undersigned Registrant hereby certifies that: (1) it has instructed its
bank to transmit to the Securities and Exchange Commission no later than the
close of business July 24, 1998 $1,968 in payment of the filing fees for this
filing, (2) it will not revoke such instructions, and (3) it has sufficient
funds in its account to cover the amount of the filing fee.
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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-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Arlington, State of Virginia, on this 23rd day of
July, 1998.
TELEBANC FINANCIAL CORPORATION
By: /s/ MITCHELL H. CAPLAN
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MITCHELL H. CAPLAN
VICE CHAIRMAN, CHIEF EXECUTIVE
OFFICER AND PRESIDENT
POWER OF ATTORNEY
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 and on the dated indicated.
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SIGNATURE POSITION DATE
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/s/ DAVID A. SMILOW* Chairman of the Board
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DAVID A. SMILOW July 23, 1998
/s/ MITCHELL H. CAPLAN Vice Chairman of the Board, Chief
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MITCHELL H. CAPLAN (principal executive officer) July 23, 1998
/s/ AILEEN LOPEZ PUGH Executive Vice President and Chief
- - ------------------------------------------ Financial Officer (principal
AILEEN LOPEZ PUGH financial and accounting officer) July 23, 1998
/s/ DAVID DECAMP* Director
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DAVID DECAMP July 23, 1998
/s/ DEAN C. KEHLER* Director
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DEAN C. KEHLER July 23, 1998
Director
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MARCIA MYERBERG July 23, 1998
/s/ STEVEN F. PIAKER* Director
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STEVEN F. PIAKER July 23, 1998
/s/ MARK ROLLINSON* Director
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MARK ROLLINSON July 23, 1998
* By: /s/ AILEEN LOPEZ PUGH
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AILEEN LOPEZ PUGH
PURSUANT TO POWER OF ATTORNEY
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2
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EXHIBIT INDEX
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Form of opinion of Shaw Pittman Potts & Trowbridge as to the
5 legality of the securities being registered
Consent of Shaw Pittman Potts & Trowbridge (included as part
23.1 of Exhibit 5)
23.2 Consent of Arthur Andersen LLP
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EXHIBIT 5
July 23, 1998
TeleBanc Financial Corporation
1111 North Highland Street
Arlington, Virginia 22201
Ladies and Gentlemen:
We have acted as counsel for TeleBanc Financial Corporation, a Delaware
corporation (the "Company"), in connection with the registration of 5,175,000
shares (including 675,000 shares to cover the underwriters' over-allotment
option, if exercised) of the Company's common stock, par value $.01 per share
(the "Shares"), pursuant to a Registration Statement on Form S-2 under the
Securities Act of 1933, as amended (No. 333-52871) (the "Registration
Statement"), and with the proposed sale of the Shares to the public through
BancAmerica Robertson Stephens, CIBC Oppenheimer and Legg Mason Wood Walker,
Incorporated, the underwriters of the offering. Of the maximum of 5,175,000
total Shares to be offered and sold, 4,500,000 Shares are to be offered by the
Company on a firm commitment underwritten basis, and 675,000 Shares will be
offered by the Company pursuant to a 30-day option granted to the underwriters
solely to cover over-allotments.
Based upon our examination of the originals or copies of such
documents, corporate records, certificates of officers of the Company and such
other instruments as we have deemed necessary, and upon the laws as presently
in effect, we are of the opinion that the Shares to be offered by the Company
pursuant to the Registration Statement have been duly authorized for issuance
by the Company and, upon issuance and delivery in accordance with the terms of
the underwriting agreement referred to in the Registration Statement, will be
validly issued, fully paid and non-assessable.
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TeleBanc Financial Corporation
July 23, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the prospectus that constitutes part of the Registration
Statement.
Very truly yours,
/s/ Shaw Pittman Potts & Trowbridge
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated June 22, 1998
included in TeleBanc Financial Corporation's Form S-2, as amended on July 22,
1998, and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Washington, DC
July 23, 1998
