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As filed with the Securities and Exchange Commission on February 3, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PAULA FINANCIAL
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-4640368
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
GATEWAY PLAZA 91101
300 NORTH LAKE AVENUE, (Zip Code)
SUITE 300
PASADENA, CALIFORNIA
(Address of Principal Executive Offices)
PAULA FINANCIAL & SUBSIDIARIES 401(K) RETIREMENT SAVINGS PLAN
(Full Title of the Plans)
BRADLEY K. SERWIN, ESQ.
SENIOR VICE PRESIDENT & GENERAL COUNSEL
PAULA FINANCIAL
GATEWAY PLAZA
300 NORTH LAKE AVENUE, SUITE 300
PASADENA, CALIFORNIA 91101
(Name and Address of Agent for Service)
(626) 304-0401
(Telephone Number, Including Area Code, of Agent for Service)
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Copies to:
RICHARD A. STRONG, ESQ.
GIBSON, DUNN & CRUTCHER LLP
333 South Grand Avenue
Los Angeles, California 90071
(213) 229-7000
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CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
SECURITIES REGISTERED (1) MAXIMUM MAXIMUM REGISTRATION
TO BE REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE OFFERING PRICE
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Common Stock, 85,800 $ 23.31 $ 1,999,998 $590(2)
$0.01 par value
per share
(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar
transactions. In addition, pursuant to Rule 416(c), this registration
statement also covers an indeterminate amount of interests to be offered
or sold pursuant to the employee benefit plan described herein.
(2) Calculated pursuant to Rules 457(c) and 457(h)(1) based upon the average of
the high and low prices of the Common Stock on the Nasdaq National Market
on January 30, 1998, which was $23.31.
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PART I
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to
Note to Part I of Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant heretofore filed
with the Securities and Exchange Commission (the "Commission") are hereby
incorporated in this Registration Statement by reference:
(1) The Registrant's Prospectus filed pursuant to Rule 424(b) on October 27,
1997;
(2) The Registrant's quarterly report on Form 10-Q filed with the Commission
on November 14, 1997; and
(3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-1 filed on August 8, 1997,
as amended.
All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which indicates that
all securities offered hereunder have been sold or which 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
date of filing of such reports and documents.
Any document, and any statement contained in a document,
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 other subsequently
filed document that also is incorporated or deemed to be incorporated by
reference herein, modifies or supersedes such document or statement. Any
such document or statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement. Subject to the foregoing, all information appearing
in this Registration Statement is qualified in its entirety by the
information appearing in the documents incorporated by reference.
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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 102 of the Delaware General Corporation Law (the
"DGCL") authorizes a Delaware corporation to include a provision in its
certificate of incorporation limiting or eliminating the personal liability
of its directors to the corporation and its stockholders for monetary damages
for breach of the directors' fiduciary duty of care. The duty of care
requires that, when acting on behalf of the corporation, directors exercise
an informed business judgment based on all material information reasonably
available to them. Absent the limitations authorized by such provision,
directors are accountable to corporations and their stockholders for monetary
damages for conduct constituting gross negligence in the exercise of their
duty of care. Although Section 102 of the DGCL does not change a director's
duty of care, it enables corporations to limit available relief to equitable
remedies such as injunction or rescission. The Company's Certificate of
Incorporation and Bylaws include provisions which limit or eliminate the
personal liability of its directors to the fullest extent permitted by
Section 102 of the DGCL. Consequently, a director or officer will not be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for (i) any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) unlawful payments of dividends or unlawful
stock repurchases, redemptions or other distributions and (iv) any
transaction from which the director derived an improper personal benefit.
The Company's Certificate of Incorporation and Bylaws also
provide, in effect, that, to the fullest extent and under the circumstances
permitted by Section 145 of the DGCL, the Company will 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, by reason of the fact that he or she is a
director or officer of the Company, or is or was serving at the request of
the Company as a director or officer of another corporation or enterprise.
The inclusion of these indemnification provisions in the Company's
Certificate of Incorporation and Bylaws is intended to enable the Company to
attract qualified persons to serve as directors and officers who might
otherwise be reluctant to do so. The Company may, in its discretion,
similarly indemnify its employees and agents.
Depending upon the character of the proceeding, the Company
may indemnify its directors and officers against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred in connection with any action, suit or proceeding if
the person indemnified acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no cause
to believe his or her conduct was unlawful. To the
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extent that a director or officer of the Company has been successful in the
defense of any action, suit or proceeding referred to above, under the DGCL,
the Company would have the obligation to indemnify him or her against
expenses (including attorneys' fees) actually and reasonably incurred in
connection therewith.
In addition, the limited liability provisions in the
Certificate of Incorporation and the indemnification provisions in the
Certificate of Incorporation and Bylaws may discourage stockholders from
bringing a lawsuit against directors for breach of their fiduciary duty
(including breaches resulting from grossly negligent conduct) and may have
the effect of reducing the likelihood of derivative litigation against
directors and officers, even though such an action, if successful, might
otherwise have benefited the Company and its stockholders. Furthermore, a
stockholder's investment in the Company may be adversely affected to the
extent the Company pays the costs of settlement and damage awards against
directors and officers of the Company pursuant to the indemnification
provisions in the Company's Bylaws. The limited liability provisions in the
Certificate of Incorporation will not limit the liability of directors under
federal securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5 The undersigned Registrant hereby undertakes that it will submit
the Plan and any amendment thereto to the Internal Revenue
Service ("IRS") in a timely manner and will make all changes
required by the IRS in order to qualify the plan.
23.1 Consent of Independent Auditors.
24 Power of Attorney (included on Signature Page)
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 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;
(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.
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(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 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 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 Pasadena, California, on this 2nd day of
February, 1998.
PAULA FINANCIAL
By: /s/ Jeffrey A. Snider
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Jeffrey A. Snider
Chief Executive Officer
Each person whose signature appears below constitutes and appoints
Bradley K. Serwin and James A. Nicholson, and each of them, as his or her
true and lawful attorney-in-fact and agent, 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, 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
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 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 that said attorney-in-fact and
agent, or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the acquirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the their
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Jeffrey A. Snider Chairman of the Board, February 2, 1998
- -------------------------- President and Chief
Jeffrey A. Snider Executive Officer
(Principal Executive
Officer)
/s/ James A. Nicholson Executive Vice President, February 2, 1998
- -------------------------- Chief Financial Officer,
James A. Nicholson Treasurer and Director
(Principal Financial
Officer)
/s/ Andrew M. Slavitt Director February 2, 1998
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Andrew M. Slavitt
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/s/ Bradley K. Serwin Director February 2, 1998
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Bradley K. Serwin
/s/ Jerry M. Miller Director February 2, 1998
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Jerry M. Miller
/s/ Ronald W. Waisner Director February 2, 1998
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Ronald W. Waisner
/s/ John B. Clinton Director February 2, 1998
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John B. Clinton
/s/ Gerard Vecchio Director February 2, 1998
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Gerard Vecchio
/s/ Robert A. Puccinelli Director February 2, 1998
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Robert A. Puccinelli
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Pursuant to the requirements of the Securities Act of 1933, the
person who administers the PAULA Financial & Subsidiaries 401(k) Retirement
Savings Plan has duly executed this Registration Statement on Form S-8, in
Pasadena, California on February 2, 1998.
By: /s/ James A. Nicholson
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Name: James A. Nicholson
Title: Chairman of the Administrative
Committee of the PAULA
Financial & Subsidiaries 401(k)
Retirement Savings Plan
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EXHIBIT INDEX
Exhibit Description Sequentially Numbered Page
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23.1 Consent of Independent Auditors --
24 Power of Attorney
(included on Signature Page)
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CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
PAULA Financial:
We consent to the use of our reports incorporated herein by reference in the
registration statement.
/s/ KPMG PEAT MARWICK LLP
Los Angeles, California
February 3, 1998
