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As Filed with the Securities and Exchange Commission on July 2, 1996
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
----------------------
PACIFICAMERICA MONEY CENTER, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4465729
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification
Number)
21031 Ventura Boulevard, Suite 102
Woodland Hills, California 91364
(Address of Principal Executive Offices; Zip Code)
1995 PACIFICAMERICA MONEY CENTER, INC. STOCK OPTION PLAN
PACIFICAMERICA MONEY CENTER, INC. EMPLOYEE SAVINGS PLAN
1995 PACIFICAMERICA MONEY CENTER, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
JOEL R. SCHULTZ
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICER
PACIFICAMERICA MONEY CENTER, INC.
21031 Ventura Boulevard, Suite 102
Woodland Hills, California 91364
(Name and address of agent for service)
(818) 992-8999
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Title of securities Amount Proposed Proposed Amount of
to be to be Maximum Offering Maximum Registration
Registered Registered Price per share Aggregate Offering Price Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 795,000 $10.00(1) $7,950,000 $2,741.38(1)
$.01 per share shares
Plan Interests in the (2) (2) (2) (2)
PacificAmerica Money
Center, Inc. Employee
Savings Plan
=================================================================================================================================
</TABLE>
(1) Calculated pursuant to Rules 457(h) and 457(c) under the Securities Act of
1933. The total registration fee is based on the initial offering price of
$10.00 per share of Common Stock.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement covers an indeterminate amount of interests to be
offered or sold pursuant to the PacificAmerica Money Center, Inc. Employee
Savings Plan. Pursuant to Rule 457(h)(2), no separate registration fee is
required.
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INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in this Part I will
be sent or given to participants in the employee benefit plan as specified by
Rule 428(b)(1) (Section 230.428(b)(1)). Pursuant to the instructions for Form
S-8, such documents need not be filed with the Commission either as part of the
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this registration
statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933, as amended. See Rule
428(a)(1).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Each of PacificAmerica Money Center, Inc. (the "Company") and the
PacificAmerica Money Center, Inc. Employee Savings Plan (the "Plan") hereby
incorporates by reference in this registration statement (the "Registration
Statement") the following documents filed with the Securities and Exchange
Commission (the "Commission") by the Company pursuant to the Securities Act of
1933, as amended:
(a) The Company's Prospectus dated June 24, 1996 with respect to a
public offering of its Common Stock which contains a
description of such Common Stock; and
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 herein by the Company
and the Plan and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein by the Company and the Plan 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 other subsequently filed document which
also is incorporated or 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The principal shareholder of Bruce P. Jeffer, a Professional
Corporation, a partner of Jeffer, Mangels, Butler & Marmaro LLP, is the
beneficial owner of 14,036 shares of Common Stock, 1,525 Subscriber Warrants
and 12,571 General Partner Warrants of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation's Certificate of Incorporation provides that the
directors will not be personally liable to the Corporation or to any
Stockholder for the breach of a fiduciary responsibility, to the full extent
that such limitation or elimination of liability is permitted under Delaware
law.
The Bylaws provide that the Corporation will indemnify its directors
and officers to the full extent permitted under the Delaware law. Pursuant to
the Bylaws and Delaware law, the Corporation will indemnify each director and
officer against any liability and related expenses (including attorneys' fees)
incurred in connection with any proceeding in which he or she may be involved
by reason of serving in such capacity so long as the director or officer acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interest of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
A director and officer is also entitled to indemnification against
expenses incurred in any action or suit by or in the right of the Corporation
to procure a judgment in its favor by reason of serving in such capacity if he
or she acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Corporation, except that no such
indemnification will be made if the director or
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officer is judged to be liable to the Corporation, unless the applicable court
of law determines that despite the adjudication of liability the director or
officer is reasonably entitled to indemnification for such expenses.
The Bylaws authorize the Corporation to advance funds to a director or
officer for costs and expenses (including attorneys' fees) incurred in a suit
or proceeding upon receipt of an undertaking by such director or officer to
repay such amounts if it is ultimately determined that he or she is not
entitled to be indemnified.
The Corporation will enter into agreements with the Corporation's
directors and executive officers, indemnifying them to the fullest extent
permitted by Delaware law. Stockholders may have more limited recourse against
such persons than would apply absent these provisions.
The Corporation intends to obtain insurance policies indemnifying the
directors and officers against certain civil liabilities, including liabilities
under the federal securities laws, which might be incurred by them in such
capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits to the Registration Statement are listed in the Index to
Exhibits which is incorporated herein by this reference.
The Company undertakes to submit or has submitted the Plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
and has made or will make all changes required by the IRS in order to qualify
the Plan.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a)(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 of 1933;
(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;
(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
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange commission by the registrant pursuant to Section 13 or Section 13(d)
of the Securities Exchange Act of 1934 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 of 1933, each such post-effective amendment shall 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 of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefic plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling
persons or 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 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 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 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 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 Woodland Hills, State of California, on the
25th day of June 1996.
PacificAmerica Money Center, Inc.
By s/Charles J. Siegel
------------------------------
Charles J. Siegel
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Joel R. Schultz his or her true and lawful attorneys-in-fact and agents, each
acting alone, with full powers of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full powers and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all said attorneys-in-fact and agents, each acting alone, 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 below by the following persons on behalf
of the Registrant in the capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
s/Joel R. Shultz Director, Chairman of June 25, 1996
- -------------------------------- the Board, Chief
Joel R. Schultz Executive Officer and
Chief Operating Officer
(Principal Executive
Officer)
s/Richard D. Young Director and Senior June 25, 1996
- --------------------------------- Executive Vice
Richard D. Young President
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s/Charles J. Siejel Chief Financial Officer June 25, 1996
- -------------------------------- (Principal Financial
Charles J. Siegel Officer and Principal
Accounting Officer)
s/Russell G. Allison Director June 25, 1996
- --------------------------------
Russell G. Allison
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Pursuant to the requirements of the Securities Act of 1933, the undersigned,
the duly authorized administrator of the PacificAmerica Money Center, Inc.
Employee Savings Plan, has duly caused this Registration Statement on Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Woodland Hills, State of California, on the 25th day of June 1996.
PacificAmerica Money Center, Inc. Employee Savings Plan
By PacificAmerica Money Center, Inc. (Plan Administrator)
By: s/Charles J. Siegel
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Charles J. Siegel
Chief Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
5.1 Opinion as to legality of securities being registered
23.1 Consent of counsel regarding legality opinion (reference is
made to Exhibit 5.1
23.2 Consent of independent certified public accountants (BDO Seidman, LLP)
23.3 Consent of independent certified public accountants (Ernst & Young LLP)
</TABLE>
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[JEFFER, MANGELS, BUTLER & MARMARO LLP LETTERHEAD]
June 27, 1996 50036-0045
PacificAmerica Money Center, Inc.
21031 Ventura Boulevard
Woodland Hills, CA 91364
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement
on Form S-8 (the "Registration Statement") which PacificAmerica Money Center,
Inc., a Delaware corporation (the "Company"), proposes to file with the
Securities and Exchange Commission.
The Registration Statement covers 330,000 shares of Common
Stock, $0.01 par value, issuable under the 1995 PacificAmerica Money Center,
Inc. Stock Option Plan, 400,000 shares of such Common Stock issuable under the
1995 PacificAmerica Money Center, Inc. Employee Savings Plan and 65,000 shares
of such Common Stock issuable under PacificAmerica Money Center, Inc. Employee
Stock Purchase Plan, as well as the interests (the "Interests") in the
PacificAmerica Money Center, Inc. Employee Savings Plan (the "Savings Plan").
The three Plans described are hereinafter referred to as the "Plans" and the
795,000 shares of Common Stock as the "Shares".
In connection with rendering this opinion, we have examined
originals, or copies identified to our satisfaction as being true copies of
originals, of such corporate records of the Company and other documents which
we considered necessary for the purposes of this opinion. We have obtained
from public officials certificates as to legal matters and from officers of the
Company a representation letter as to factual matters (the "Representation
Letter").
In our review and examination of documents we have assumed (i)
the genuineness of all signatures; (ii) the authenticity of all documents
submitted to us as originals and
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JEFFER, MANGELS, BUTLER & MARMARO LLP
PacificAmerica Money Center, Inc.
June 27, 1996
Page 2
the conformity to authentic original documents of all documents submitted to us
as certified, conformed or photostatic copies thereof; (iii) all signatories
have adequate power and authority and have taken all necessary actions to
execute and deliver such documents and hold all necessary licenses and permits
to entitle them to enforce such agreements; and (iv) each person signing a
document is a competent adult person not operating under any legal disability,
duress or having been defrauded in the execution of documents.
Based upon and subject to the foregoing, it is our opinion
that the Shares to be issued under the Plans have been duly authorized, and,
when so issued upon (i) payment therefor provided pursuant to the respective
Plans; (ii) the effectiveness of the Registration Statement; and (iii)
compliance with applicable blue sky laws, will constitute legally issued, fully
paid and nonassessable shares of the Common Stock of the Company.
Based upon and subject to the foregoing, it is our opinion,
subject to effectiveness of the Registration Statement and compliance which
applies to blue sky laws, that the Interests is the Savings Plan have been duly
authorized and will constitute legally issued Interests in the Savings Plan.
We express no opinion as to compliance with the securities or
"blue sky" laws of any state in which the Shares or the Interests are proposed
to be offered and sold or as to the effect, if any, which non-compliance with
such laws might have on the validity of issuance of the Shares or Interests.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement; to the filing of this opinion in connection with
such filings of applications by the Company as may be necessary to register,
qualify or establish eligibility for an exemption from registration or
qualification of the Securities under the blue sky laws of any state or other
jurisdiction; and to the reference, if any, to this firm in the Prospectus
under the heading "Legal Opinion". In giving this consent, we do not admit
that we are in the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended or the rules and regulations of the
Commission promulgated thereunder.
Nothing herein shall be deemed to relate to or constitute an
opinion concerning any matters not specifically set forth above.
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JEFFER, MANGELS, BUTLER & MARMARO LLP
PacificAmerica Money Center, Inc.
June 27, 1996
Page 3
The opinions set forth herein are based upon the federal laws
of the United States of America, the laws of the State of California and the
corporate laws of the State of Delaware, all as now in effect. We express no
opinion as to whether the laws of any particular jurisdiction apply, and no
opinion to the extent that the laws of any jurisdiction other than those
identified above are applicable to the subject matter hereof.
The information set forth herein is as of the date of this
letter. We disclaim any undertaking to advise you of changes which may be
brought to our attention after the effective date of the Registration
Statement.
The principal shareholder of Bruce P. Jeffer, a Professional
Corporation, a partner in Jeffer, Mangels, Butler & Marmaro LLP, is the
beneficial owner of 14,036 shares of Common Stock, 12,571 General Partner
Warrants and 1,525 Subscriber Warrants of the Company.
Very truly yours,
/s/ JEFFER, MANGELS, BUTLER & MARMARO LLP
------------------------------------------
JEFFER, MANGELS, BUTLER & MARMARO LLP
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
PacificAmerica Money Center, Inc.
Woodland Hills, California
We hereby consent to the incorporation by reference in this Prospectus
constituting a part of this Form S-5 Registration Statement of our reports dated
February 29, 1996, relating to the consolidated financial statements and
schedules of Presidential Mortgage Company and Subsidiaries, Inc. and
PacificAmerica Money Center, Inc. appearing in the Company's prospectus dated
June 24, 1996 with respect to a public offering of its common stock.
BDO Seidman LLP
Los Angeles, California
June 25, 1996
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EXHIBIT 23.3
[ERNST & YOUNG LETTERHEAD]
CONSENT OF ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) dated July 1, 1996 pertaining to PacificAmerica Money Center, Inc. and the
PacificAmerica Money Center, Inc. Employee Savings Plan of our report dated
April 7, 1995, except as to the information dated May 30, 1995, with respect to
the consolidated financial statements and schedules of Presidential Mortgage
Company and subsidiaries included in the PacificAmerica Money Center, Inc.
Registration Statement on Form S-1 (No. 333-01395), dated June 24, 1996, filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG, LLP
-------------------------------
Ernst & Young, LLP
Los Angeles, California
July 1, 1996
