<PAGE>
As filed with the Securities and Exchange Commission on May 28, 1999
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
PDS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-1605970
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6171 McLeod Drive
Las Vegas, Nevada 89120
(Address of Principal Executive Offices)
AMENDED AND RESTATED PDS FINANCIAL CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(full title of the plan)
Mr. Johan P. Finley, President and Copy to:
Chief Executive Officer John T. Kramer, Esq.
PDS Financial Corporation Dorsey & Whitney LLP
6171 McLeod Drive Pillsbury Center South
Las Vegas, Nevada 89120 220 South Sixth Street
(Name and address of agent for service) Minneapolis, Minnesota 55402-1498
(702) 736-0700 (612) 340-8702
(Telephone number, including area code,
of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be registered registered (1) Price per Share (2) Offering Price (2) Registration Fee (2)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 150,000 $3.313 $496,950 $139
- -----------------------------------------------------------------------------------------------
</TABLE>
(1) The number of shares being registered represents the number of shares of
Common Stock that may be issued pursuant to the Amended and Restated PDS
Financial Corporation Employee Stock Purchase Plan (the "Plan").
(2) Determined pursuant to Rule 457(c), based on the average of the high and
low sale prices of the Common Stock as reported on the Nasdaq National
Market System on May 26, 1999
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by PDS Financial Corporation
(the "Company") with the Securities and Exchange Commission, are hereby
incorporated by reference in this Registration Statement:
1. Annual Report on Form 10-KSB for the year ended December 31, 1998;
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
3. The Proxy Statement of the Company for the annual meeting of
stockholders held May 14, 1999; and
4. The description of Common Stock contained in the Company's
Registration Statement on Form 8-A (File No. 0-23928) filed with the Commission
pursuant to Section 12 (g) of the Exchange Act on April 26, 1994, and any
amendment or report updating such description filed subsequent to the date of
such Registration Statement and prior to the termination of the offering
described herein.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
dates of filing of such documents. Any statement contained herein or in a
document all or part of which is incorporated or deemed to be 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 which 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.
With respect to the unaudited consolidated financial information of PDS
Financial Corporation for the three month period ended March 31, 1999
incorporated by reference in this Prospectus, PricewaterhouseCoopers LLP
reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their
separate report dated April 28, 1999 incorporated by reference herein, states
that they did not audit and they do not express an opinion on that unaudited
consolidated financial information. Accordingly, the degree of reliance on
their report on such information should be restricted in light of the limited
nuature of the review procedures applied. PricewaterhouseCoopers LLP is not
subject to the liability provisions of Section 11 of the Securities Act of
1933 for their report on the unaudited consolidated financial information
because that report is not a "report" or a "part" of the registration
statement prepared or certified by PricewaterhouseCoopers LLP within the
meaning of Sections 7 and 11 of the Act.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 302A.521 of the Minnesota Business Corporation Act provides that,
unless prohibited or limited by a corporation's articles of incorporation or
bylaws, a corporation must indemnify its current and former officers, directors,
employees and agents against expenses (including attorneys' fees), judgments,
penalties, fines and amounts paid in settlement and which were incurred in
connection with actions, suits or proceedings in which such person are parties
by reason of the fact that they are or were an officer, director, employee or
agent of the corporation, if they (i) have not been indemnified by another
organization, (ii) acted in good faith, (iii) received no improper personal
benefit, (iv) in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful, and (v) reasonably believed that the conduct
was in the best interests of the corporation. Section 302A.521 also permits a
corporation to purchase and maintain insurance on behalf of its officers,
directors, employees and agents against any
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liability which may be asserted against, or incurred by, such persons in their
capacities as officers, directors, employees and agents of the corporation,
whether or not the corporation would have been required to indemnify the person
against the liability under the provisions of such section.
The Amended and Restated Bylaws of the Registrant provides that the
directors, officers and committee members of the Registrant and other persons
shall have the rights to indemnification provided by Section 302A.521 of the
Minnesota Business Corporation Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Counsel to the Company (included in Exhibit 5.1)
23.2 Consent of Independent Accountants
23.3 Awareness Letter
24.1 Power of Attorney (included in signature page)
</TABLE>
ITEM 9. UNDERTAKINGS
A. 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:
(i) To include any prospectus required by Section 10(a)(3) of 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
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) of the Securities Act if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective 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) above will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that 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.
B. The undersigned registrant hereby undertakes 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.
C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or other 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, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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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 Las Vegas, State of Nevada, on May 28, 1999.
PDS Financial Corporation
By: /s/ Johan P. Finley
------------------------------------------
Johan P. Finley
PRESIDENT AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John P. Finley and Steve Des
Champs, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities (including his or her capacity as a
director and/or officer of PDS Financial Corporation), to sign any or all
amendments (including post-effective amendments) to a registration statement, on
Form S-8 for the sale of shares of PDS Financial Corporation Common Stock
pursuant to the PDS Financial Corporation Employee Stock Purchase Plan, and to
file the same, with all exhibits thereto, and other documents and instrument in
connection therewith, with the Securities and Exchange Commission (or any other
governmental or regulatory authority), 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
in order to effectuate the same, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his 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 stated and on May 28, 1999.
SIGNATURE TITLE
--------- -----
/s/ Johan P. Finley President, Chief Executive Officer and
------------------------------- Director (principal executive officer)
Johan P. Finley
/s/ Steven M. Des Champs Chief Financial Officer,
------------------------------- (principal financial and accounting officer)
Steven M. Des Champs
/s/ Peter D. Cleary
-------------------------------
Peter D. Cleary Director
/s/ Joel M. Koonce
-------------------------------
Joel M. Koonce Director
-------------------------------
James L. Morrell Director
/s/ Lona Finley
-------------------------------
Lona Finley DIRECTOR
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Counsel to the Company (included in Exhibit 5.1)
23.2 Consent of Independent Accountants
23.3 Awareness Letter
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF DORSEY & WHITNEY LLP]
May 28, 1999
PDS Financial Corporation
6171 McLeod Drive
Las Vegas, Nevada 89120
Ladies and Gentlemen:
We have acted as counsel to PDS Financial Corporation, a Minnesota
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 (the "Registration Statement") relating to the sale by the Company from time
to time of up to 150,000 shares of Common Stock, $.01 par value per share, of
the Company (the "Shares"), issuable pursuant to the Company's Employee Stock
Purchase Plan (the "Plan").
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of the opinions
set forth below.
In rendering our opinions, we have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures and
the conformity to authentic originals of all documents submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant
hereto of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the
valid, binding and enforceable obligations of such parties. As to questions of
fact material to our opinions, we have relied upon certificates of officers of
the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
JTK
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement of PDS Financial Corporation Employee Stock Purchase Plan on
Form S-8 (Registration No. 333- ) of our report dated February 23, 1999
on our audits of the consolidated financial statements of PDS Financial
Corporation as of and for the years ended December 31, 1998 and 1997.
/s/ PricewaterhouseCoopers LLP
May 28, 1999
<PAGE>
Exhibit 23.3
May 28, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We are aware that our report dated April 28, 1999 on our review of interim
financial information of PDS Financial Corporation (the "Company") as of and
for the period ended March 31, 1999 and included in the Company's quarterly
report on Form 10-Q for the quarter then ended is incorporated by reference
in its Registration Statement dated May 28, 1999.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
