As filed with the Securities and Exchange Commission on February 27, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE AEGIS CONSUMER FUNDING GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation)
22-3008867
(I.R.S. employer identification no.)
525 Washington Blvd.
Jersey City, New Jersey 07310
(201) 418-7300
(Address of principal executive offices) (Zip code)
THE AEGIS CONSUMER FUNDING GROUP, INC.
1994 STOCK OPTION PLAN
AND
THE AEGIS CONSUMER FUNDING GROUP, INC.
1996 STOCK OPTION PLAN
(Full title of the Plan)
Angelo R. Appierto
525 Washington Blvd.
Jersey City, New Jersey 07310
(201) 418-7300
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Gary D. Peiffer, Esq.
525 Washington Blvd.
Jersey City, New Jersey 07310
(201) 418-7300
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Common Stock par value $.01 per share
Amount to be Registered
1,750,000
Proposed Maximum Offering Price Per Share
Proposed Maximum Aggregate Offering Price (1)
$1.3125
Amount of Registration Fee
$696.00
(1) Computed pursuant to Rule 457(c) and (h) under the Securities Act of 1933
(the "Securities Act") on the basis of the average of the high and low sale
prices for a share of Common Stock as reported on The Nasdaq National
Market on February 26, 1997.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required in Part I of Form S-8 is currently included in a
prospectus dated the date hereof which will be distributed to participants
in The Aegis Consumer Funding Group, Inc. 1994 Stock Option Plan and
The Aegis Consumer Funding Group, Inc. 1996 Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information of Certain Documents By Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, The Aegis Consumer
Funding Group, Inc., a Delaware corporation (the "Company"), pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this registration statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1996;
(2) The Company's Registration Statement on Form 8-A under the
Exchange Act, filed with the Commission on March 17, 1995, as
amended by any amendment or report filed for the purpose of
amending such description; and
(3) The Company's Registration Statement on Form SB-2
(File No. 33-85836).
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 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 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.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents referred to above which have
been or may be incorporated by reference herein (other than exhibits to
such documents unless such exhibits are specifically incorporated by
reference in such documents). Requests for such copies should be directed
to Angelo R. Appierto, The Aegis Consumer Funding Group, Inc., 525
Washington Blvd., Jersey City, New Jersey 07310 (telephone
(201) 418-7300).
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
The indemnification of officers and directors of the Company is
governed by Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") and the Amended and Restated
Certificate of Incorporation and Amended and Restated By-Laws
of the Company. Among other things, the DGCL permits
indemnification of a director, officer, employee or agent in civil,
criminal, administrative or investigative actions, suits or proceedings
(other than an action by or in the right of the corporation) to which
such person is a party or is threatened to be made a party by reason of
the fact of such relationship with the corporation or the fact that such
person is or was serving in a similar capacity with another entity at the
request of the corporation against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if he
had no reasonable cause to believe his conduct was unlawful. No
indemnification may be made in any such suit to any person adjudged to
be liable to the corporation unless and only to the extent that the Delaware
Court of Chancery or the court in which the action was brought determines
that, despite the adjudication of liability, such person is under all
circumstances, fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper. Under the DGCL, to the extent that a
director, officer, employee or agent is successful, on the merits or otherwise,
in the defense of any action, suit or proceeding or any claim, issue or matter
therein (whether or not the suit is brought by or in the right of the
corporation), he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him. In all cases in which
indemnification is permitted (unless ordered by a court), it may be made by
the corporation only as authorized in the specific case upon a determination
that the applicable standard of conduct has been met by the party to be
indemnified. The determination must be made by a majority vote of a quorum
consisting of the directors who were not parties to the action or, if such a
quorum is not obtainable, or even if obtainable, if a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or by
the shareholders. The statute authorizes the corporation to pay expenses
incurred by an officer or director in advance of a final disposition of a
proceeding upon receipt of an undertaking by or on behalf of the person to
whomthe advance will be made, to repay the advances if it shall ultimately be
determined that he was not entitled to indemnification. The DGCL provides
that indemnification and advances of expenses permitted thereunder are not
to be exclusive of any rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote
of stockholders or disinterested directors, or otherwise. The DGCL also
authorizes the corporation to purchase and maintain liability insurance on
behalf of its directors, officers, employees and agents regardless of whether
the corporation would have the statutory power to indemnify such persons
against the liabilities insured.
The Amended and Restated Certificate of Incorporation of the
Company (the "Certificate") provides that no director of the Company
shall be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director except for liability (i) for
any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for paying a
dividend or approving a stock repurchase in violation of Section 174 of
the DGCL or (iv) for any transaction from which the director derived an
improper personal benefit.
The Amended and Restated By-Laws of the Company (the "By-Laws"),
provide that directors, officers and others shall be indemnified to the fullest
extent authorized by the DGCL, as in effect (or, to the extent indemnification
is broadened, as it may be amended), against any and all judgments, fines
and amounts paid in settling or otherwise disposing of threatened, pending or
completed actions, suits or proceedings, whether civil, criminal,
administrative or investigative and expenses incurred by such person in
connection therewith. The By-Laws further provide that, to the extent
permitted by law, expenses so incurred by any such person in defending a
civil or criminal action or proceeding shall, at his request, be paid by the
Company in advance of the final disposition of such action or proceeding.
The By-Laws provide that the right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final
disposition shall not be exclusive of any other right which any person may
have or acquire under any statute, provision of the Certificate or
By-Laws or otherwise.
Pursuant to employment agreements with certain of its executive
officers the Company has agreed to indemnify such executive officers
(including their respective heirs, executors and administrators) to the fullest
extent permitted by the DGCL against all expenses and liabilities
reasonably incurred in connection with or arising out of any action, suit or
proceeding in which such executive officer may be involved by reason of
having been a director or officer of the Company or any subsidiary thereof.
The Company has obtained directors, and officers, liability and
company reimbursement insurance which, among other things, provides
$5 million of coverage for (i) payment on behalf of its officers and directors
against loss as defined in the policy stemming from acts committed by
directors and officers in their capacity as such and (ii) payment on
behalf of the Company against such loss but only when the Company
shall be required or permitted to indemnify directors or officers for such
loss pursuant to statutory or common law or pursuant to duly effective
certificate of incorporation or by-law provisions.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of the Company, incorporated
by reference to the Company's Registration Statement on
Form SB-2 (File No. 33-85836).
4.2 Amended and Restated By-Laws of the Company, incorporated by
reference to the Company's Registration Statement on
Form SB-2 (File No. 33-85836).
5. Opinion of Gary D. Peiffer, General Counsel of The Aegis
Consumer Funding Group, Inc.. regarding the legality of the
securities being registered.
23.1 Consent of Ernst & Young LLP, independent certified
public accountant.
23.2 Consent of Gary D. Peiffer, Esq. to the filing of his opinion
(included in Exhibit 5).
24. Powers of Attorney (included on the signature page of this
Registration Statement).
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;
(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 and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective 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 (ii) do not apply if 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 Commission
by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference 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.
(a) 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, (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to 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.
(b) 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Jersey City, State of New Jersey, on this 27th day of
February, 1997.
THE AEGIS CONSUMER FUNDING GROUP, INC.
By: /s/ Angelo R. Appierto
Name: Angelo R. Appierto
Title: Chief Executive Officer and Chairman of the Board
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Angelo R. Appierto
and Gary D. Peiffer, and each of them (with full power of each of them
to act alone), his true and lawful attorney-in-fact, with full power of
substitution and resubstitution for him and on his behalf, and in his
name, place and stead, in any and all capacities, to sign any
amendments to this registration statement (including post-effective
amendments), and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities
and on the date indicated.
Dated February 27, 1997
/s/ Angelo R. Appierto
- ----------------------------
Chief Executive Officer and
Chairman of the Board (Principal Executive Officer)
/s/ Gary D. Peiffer
- ------------------------
Vice Chairman of the Board and General Counsel
/s/ Dina L. Penepent
- ---------------------------
Executive Vice President, Chief Financial Officer
and Secretary (Principal Financial and Accounting Officer)
/s/ Felice R. Cutler
- -------------------------
Director
/s/ Carl Frischling
- -------------------------
Director
/s/ Paul Fitzpatrick
- -------------------------
Director
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to the Company's Registration
Statement on Form SB-2 (File No. 33-85836)).
4.2 Amended and Restated By-Laws of the Company
(incorporated by reference to the Company's Registration
Statement on Form SB-2 (File No. 33-85836)).
5. Opinion of Gary D. Peiffer, General Counsel
of The Aegis Consumer Funding Group, Inc., regarding
the legality of the securities being registered.
23.1 Consent of Ernst & Young LLP, independent certified
public accountant.
23.2 Consent of Gary D. Peiffer, Esq. to the filing of his
opinion (included in Exhibit 5).
24. Powers of Attorney (included on the signature page of this
Registration Statement).
Exhibit 5
The Aegis Consumer Funding Group, Inc.
525 Washington Blvd.
Jersey City, NJ 07310
February 27, 1997
The Aegis Consumer Funding Group, Inc.
525 Washington Blvd.
Jersey City, New Jersey 07310
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
The Aegis Consumer Funding Group, Inc., a Delaware
corporation (the "Company"), is registering for sale under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant
to a registration statement on Form S-8 (the "Registration Statement"),
up to 1,750,000 shares (the "Shares") of common stock of the
Company, par value $0.01 per share ("Common Stock"). The Shares
consist of 1,000,000 shares of Common Stock which have been reserved
for issuance upon exercise of stock options (the "1994 Stock Option
Plan Shares") that have been granted under the Company's 1994 Stock
Option Plan, as amended and restated (the "1994 Stock Option Plan")
and 750,000 shares of Common Stock which have been reserved for
issuance upon exercise of stock options (the "1996 Stock Option Plan
Shares") that have been or may be granted under the Company's 1996
Stock Option Plan, as amended and restated (the "1996 Stock
Option Plan").
This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Act.
As General Counsel of the Company, I have general supervision over
the Company's legal affairs. In such capacity, I have examined
originals or copies, certified or otherwise identified to my satisfaction,
of (a) the Registration Statement to be filed with the Securities and
Exchange Commission (the "Commission") on the date hereof, (b) the
1994 Stock Option Plan, (c) the 1996 Stock Option Plan, (d) a specimen
certificate evidencing the Common Stock, (e) the Restated Certificate of
Incorporation of the Company, as presently in effect, (f) the Amended
and Restated ByLaws of the Company, as presently in effect, (g) certain
resolutions of the Board of Directors of the Company relating to, among
other things, the 1994 Stock Option Plan and the 1996 Stock Option
Plan (collectively, the "Board Resolutions") and (h) such other
documents as I have deemed necessary or appropriate as a basis for the
opinions set forth below.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In examining
documents executed or to be executed by parties other than the Company,
I have assumed that such parties had the power, corporate or other, to enter
into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof on such parties. As to any facts material to the opinions expressed
herein which I did not independently establish or verify, I have relied upon
certificates, statements or representations of officers and other
representatives of the Company, public officials and others. In rendering
the opinion set forth below, I have assumed that (i) the certificates
representing the 1994 Stock Option Plan Shares and the 1996 Stock Option
Plan Shares will be manually signed by one of the authorized officers of
the transfer agent and registrar for the Common Stock and registered by such
transfer agent and registrar and will conform to the specimen thereof
examined by me and (ii) prior to the issuance of any 1994 Stock Option
Plan Shares or 1996 Stock Option Plan Shares, the Company and the relevant
optionee will have duly entered into stock option or similar agreements
("Agreements") in accordance with the Board Resolutions and the 1994
Stock Option Plan or the 1996 Stock Option Plan, as the case may be.
Based upon and subject to the foregoing, I am of the opinion that
the 1994 Stock Option Plan Shares and the 1996 Stock Option
Plan Shares have been duly and validly authorized for issuance
and, when delivered and paid for in accordance with the terms
of the Agreements, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission
as Exhibit 5 to the Registration Statement. In giving such consent, I do
not thereby admit that I am in the category of persons whose consent is
required under Section 7 of the Act or the rules or regulations of the
Commission thereunder.
Very truly yours,
/s/ Gary D. Peiffer
Vice Chairman and
General Counsel
Exhibit 23.1
Consent of Ernst & Young LLP
The Board of Directors
The Aegis Consumer Funding Group, Inc.:
We consent to the incorporation by reference of our report dated
August 14, 1996 with respect to the consolidated financial statements
of The Aegis Consumer Funding Group, Inc. (the "Company")
included in the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1996 and incorporated by reference in the
Registration Statement on Form S-8 and the related prospectus of the
Company for the registration of 1,750,000 shares of its common stock
pursuant to The Aegis Consumer Funding Group, Inc. 1994 Stock Option
Plan and The Aegis Consumer Funding Group, Inc. 1996 Stock Option
Plan.
/s/ Ernst & Young LLP
February 27, 1997
