Registration No. _____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNION ACCEPTANCE CORPORATION
(Exact name of Registrant as specified in its charter)
Indiana 35-1908796
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
250 N. Shadeland Avenue
Indianapolis, Indiana 46219
(Address of Principal Executive Offices) (Zip Code)
UNION ACCEPTANCE CORPORATION 1999 STOCK OPTION PLAN
(Full title of plan)
Union Acceptance Corporation
250 N. Shadeland Avenue
Indianapolis, Indiana 46219
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 317-231-6400
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed Maximum Proposed
Title of securities Amount to be offering price per maximum aggregate Amount of
to be registered registered share (1) offering price (1) registration fee
========================================================================================================================
<S> <C> <C> <C> <C>
Class A
Common Stock,
without par value 300,000 (2) $7.125 $2,137,500 $594.23
========================================================================================================================
</TABLE>
(1) Estimated solely to determine the registration fee and based on the
average of the high and low sales prices per share of Class A Common
Stock of Union Acceptance Corporation as reported on the National
Association of Securities Dealers Automated Quotation System, National
Market System on November 10, 1999, pursuant to Rules 457(c) and (h).
(2) Any additional shares of Class A Common Stock to be issued as a result
of stock dividends, stock splits, or similar transactions shall be
covered by this Registration Statement as provided in Rule 416.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Document(s) containing information specified by Part I of the form of
Registration Statement on Form S-8, promulgated under the Securities Act of
1933, as amended (the "1933 Act"), will be sent or given to participants in the
Union Acceptance Corporation 1999 Stock Option Plan, as amended, (the "Plan") as
specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the 1933 Act. Such document(s) are not being
filed with the Commission but constitute (along with the documents incorporated
by reference into this Form S-8 Registration Statement (the "Registration
Statement") pursuant to Item 3 of Part II hereof), a prospectus that meets the
requirements of Section 10(a) of the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this
Registration Statement:
(1) The Annual Report on Form 10-K of Union Acceptance Corporation (the
"Registrant") for the fiscal year ended June 30, 1999;
(2) All other reports filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") by the Registrant since June
30, 1999; and
(3) The description of the capital stock of the Registrant contained in
the Registrant's Registration Statement on Form 8-A, which was filed with the
Commission on June 3, 1993, and all amendments or reports filed for the purpose
of updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment which indicates that all shares offered
hereby have been sold or which deregisters all shares then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date they are filed.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Chapter 37 of the Indiana Business Corporation Law, as amended
("IBCL"), authorizes every Indiana corporation to indemnify its officers and
directors under certain circumstances against liability incurred in connection
with proceedings to which the officers or directors are made parties by reason
of their relationships to the corporation. Officers and directors may be
indemnified where they have acted in good faith, the action taken was not
against the interests of the corporation, and the action was lawful or there was
no reason or cause to believe the action was unlawful. Chapter 37 to the IBCL
also requires every Indiana corporation to indemnify any of its officers or
directors (unless limited by the articles of incorporation of the corporation)
who were wholly successful on the merits or otherwise, in the defense of any
such proceeding, against reasonable expenses incurred in connection with the
proceeding. A corporation may also, under certain circumstances, pay for or
reimburse the reasonable expenses incurred by an officer or director who is a
party to a proceeding in advance of final disposition of the proceeding.
The Articles of Incorporation of the Company (as fully restated on June
29, 1994) provide that the Company shall indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal (the "Action"), by reason of the
fact that he is or was a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a director, officer, partner,
trustee, employee or agent of another entity against expenses, including
attorneys' fees, judgments, settlements, penalties and fines actually or
reasonably incurred by him in connection with the Action if such person acted in
good faith and in a manner he reasonably believed, in the case of conduct in his
official capacity, was in the best interest of the Company, and in all other
cases, was not opposed to the best interest of the Company, and, with respect to
any criminal action or proceeding, he either had reasonable cause to believe his
conduct was lawful or no reasonable cause to believe his conduct was unlawful.
The Company maintains directors' and officers' liability insurance with
an annual aggregate limit of $5,000,000 for the current policy period, subject
to a $100,000 retention at the corporate level, for each wrongful act where
corporate reimbursement is available to any director or officer. When corporate
reimbursement is not available as prescribed by applicable common law, statutory
law or the Company's governing documents, the insurer will reimburse the
directors and officers with no deductible with respect to losses sustained by
them for specified wrongful acts while acting in their capacities, individually
or collectively, as such directors or officers.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits furnished with the Registration Statement are listed on
page E-1.
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 1933 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; (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 clauses (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those clauses is contained in periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of the 1934 Act that are incorporated by reference in the
Registration Statement; (2) that, for the purpose of determining any liability
under the 1933 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; and (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 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 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 1933
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 1933 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 1933 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 Indianapolis, and the State of Indiana, on this 29th
day of October, 1999.
UNION ACCEPTANCE CORPORATION
By: /s/ John M. Stainbrook
--------------------------------------
John M. Stainbrook
President and Chief Executive Officer
Each person whose signature appears below hereby authorizes John M.
Stainbrook and Rick A. Brown, and each of them, to file one or more amendments
(including post-effective amendments) to the registration statement, which
amendments may make such changes in the registration statement as either of them
deem appropriate, and each such person hereby appoints John M. Stainbrook and
Rick A. Brown and each of them, as attorney-in-fact to execute in the name and
on behalf of each person individually, and in each capacity stated below, any
such amendment to the registration statement.
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.
Signature Title Date
(1) Principal Executive Officer:
/s/ John M. Stainbrook President and Chief October 29, 1999
- ---------------------------------- Executive Officer
John M. Stainbrook
(2) Principal Financial/
Accounting Officer:
/s/ Rick A. Brown Treasurer and October 29, 1999
- ---------------------------------- Chief Financial Officer
Rick A. Brown
S-1
(3) A Majority of the Board
of Directors
/s/ John M. Davis October 29, 1999
- -----------------------------------
John M. Davis
/s/ Fred M. Fehsenfeld October 29, 1999
- -----------------------------------
Fred M. Fehsenfeld
/s/ Donald A. Sherman October 29, 1999
- -----------------------------------
Donald A. Sherman
/s/ John M. Stainbrook October 29, 1999
- -----------------------------------
John M. Stainbrook
October ___, 1999
- -----------------------------------
Jerry D. Von Deylen
/s/ Richard D. Waterfield October 29, 1999
- -----------------------------------
Richard D. Waterfield
/s/ Thomas M. West October 29, 1999
- -----------------------------------
Thomas M. West
S-2
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INDEX TO EXHIBITS
Exhibit No. Description
4.1 Articles V and VI of the Articles of Incorporation of the
Registrant (restated as of June 29, 1994) respecting the
terms of shares, are incorporated by reference to Exhibit
3.1 of the Registrant's Registration Statement on Form S-1
(Reg. No. 33-82254).
4.2 Article III - "Shareholder Meetings," Article VI -
"Certificates for Shares," Article VII - Section 3 -
"Inspection of Corporate Records," and Article X - "Control
Share Acquisitions Statute" of the Code of By-Laws, as
amended, of the Registrant are incorporated by reference to
the Registrant's Registration Statement on Form S-1 (Reg.
No. 33-82254).
5 Opinion of Barnes & Thornburg as to the legality of the
securities being registered.
23.1 Consent of Deloitte & Touche.
23.2 Consent of KPMG LLP.
23.3 Consent of Barnes & Thornburg (included as part of Exhibit
5).
24 Power of Attorney (included on pages S-1 and S-2).
Exhibit 5
November 1, 1999
Union Acceptance Corporation
250 N. Shadeland Avenue
Indianapolis, IN 46219
Ladies and Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Union Acceptance
Corporation (the "Corporation"), relating to the offer and sale of 300,000
shares of the Class A Common Stock, without par value, of the Corporation (the
"Common Stock") under the Union Acceptance Corporation 1999 Stock Option Plan,
as amended (the "Plan"). In connection with your request, we have made such
examination of the corporate records and proceedings of the Corporation and
considered such questions of law and taken such further action as we deemed
necessary or appropriate to enable us to render this opinion.
Based upon such examination, we are of the opinion that when the Common
Stock has been purchased and the purchase price therefor has been paid as
described in the Plan and when the Corporation has complied with the Securities
Act of 1933, as amended, and with the securities laws of the State of Indiana
and all other jurisdictions in which Common Stock is to be sold pursuant to the
exercise of stock options or stock appreciation rights granted under the Plan,
the Common Stock will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, however, 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 or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
BARNES & THORNBURG
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Union Acceptance Corporation on Form S-8 of our report dated July 29, 1999,
appearing in the Annual Report on Form 10-K of Union Acceptance Corporation for
the year ended June 30, 1999.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Indianapolis, Indiana
November 16, 1999
Consent of KPMG LLP
The Board of Directors
Union Acceptance Corporation:
We consent to incorporation by reference in the Registration Statement on Form
S-8 filed on November 16, 1999, of Union Acceptance Corporation of our report
dated August 27, 1998 relating to the consolidated balance sheet of Union
Acceptance Corporation and Subsidiaries as of June 30, 1998, and the related
consolidated statements of earnings (loss), shareholders' equity and cash flows
for each of the years in the two-year period ended June 30, 1998, which report
appears in the June 30, 1999 Annual Report on Form 10-K of Union Acceptance
Corporation.
/s/ KPMG LLP
KPMG LLP
Indianapolis, Indiana
November 16, 1999
