As filed with the Securities and Exchange Commission on August 22, 1996
Registration No. _____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CRW FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2691986
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
CRW FINANCIAL, INC. 1995 STOCK OPTION PLAN
(Full Title of Each Plan)
443 South Gulph Road
King of Prussia, PA 19406
(610) 962-5100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
J. Brian O'Neill, Chief Executive Officer
CRW Financial, Inc.
443 South Gulph Road
King of Prussia, PA 19406
(610) 962-5100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
Copies to:
Dean M. Schwartz, Esquire
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
--------------------------
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Proposed maximum Proposed maximum
Amount to be offering price per aggregate offering Amount of
Title of securities to be registered registered(1) share(1) price(2) registration fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 260,000 $ 2.91 $2,300,400 $793.25
---- ---------- -------
Upon exercise of options under the CRW 15,000 $ 3.81
Financial, Inc. 1995 Stock Option Plan 215,000 $ 5.81
("Plan") 10,000 $23.75
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</TABLE>
(1) Pursuant to Rule 457(h)(1), for shares issuable upon presently outstanding
options granted under the Plan, the price at which such options may be
exercised that has been used to determine the registration fee.
(2) Estimated solely for the purpose of determining the registration fee.
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CRW FINANCIAL, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
As used in this Registration Statement, unless the context otherwise
requires, the terms "CRW" and the "Company" mean CRW Financial, Inc. and its
subsidiaries.
Item 3. Incorporation of Documents by Reference.
The following documents, previously filed by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), are as of their respective dates, hereby incorporated by reference
in this Registration Statement, except as superseded or modified herein:
(a) the Company's Annual Report on Form 10-K, as amended by Form
10-K/A, for the fiscal year ended December 31, 1995;
(b) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996;
(c) Current Reports on Form 8-K dated March 14, 1996 and August 21,
1996; and
(d) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed May 4, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act on or after the date of this Registration Statement
and 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 in this
Registration Statement and to be part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
The law firm of Stradley, Ronon, Stevens & Young, LLP is rendering its
opinion as legal counsel to the Company. Joseph V. Del Raso, a partner in the
law firm, has been granted options to purchase a total of 7,500 shares of the
Common Stock at an exercise price of $3.81 per share (which was the market price
on the date of grant), and has been granted options under the Plan, subject to
shareholder approval, to purchase an additional 25,000 shares of the Common
Stock at an exercise price of $11.25 per share (which was the market price on
the date of grant). At the time of the foregoing option grants, Mr. Del Raso was
a Director of the Company. Mr. Del Raso's stock options expire on November 18,
1996.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("Section 145") permits
indemnification of directors, officers, agents and controlling persons of a
corporation under certain conditions and subject to certain limitations. Section
145 empowers a corporation to 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 such person is or was a director, officer or agent of
the corporation or another
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enterprise if serving at the request of the corporation. Depending on the
character of the proceeding, a corporation may indemnify against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner such
person reasonably believed to be in or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. In the case of
an action by or in the right of the corporation, no indemnification may be made
with respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Delaware Court of Chancery or the court in which such action or suit was
brought shall determine that despite the adjudication of liability such person
is fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper. Section 145 further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to above or in the defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection therewith.
CRW's By-laws contain provisions for indemnification of directors,
officers, employees and agents which are substantially the same as Section 145
and also permit CRW to purchase insurance on behalf of any such person against
any liability asserted against such person and incurred by such person in any
such capacity, or arising out of such person's status as such, whether or not
CRW would have the power to indemnify such person against such liability under
the foregoing provision of the CRW By-laws. CRW currently maintains such
insurance, although there can be no assurance that CRW will be able to maintain
such insurance on reasonable terms.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
(a) Exhibits:
4.1 CRW Financial, Inc. 1995 Stock Option Plan
4.2 Amendment to CRW Financial, Inc. 1995 Stock Option
Plan
5.1 Opinion of Stradley, Ronon, Stevens & Young, LLP
23.1 Consent of Stradley, Ronon, Stevens & Young, LLP
(contained in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney
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 of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement
(or the most recent post-effective amendment hereof) which, individually
or in the aggregate, represent a fundamental change in the information
set forth in this Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement.
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 Securities Exchange Act of 1934 that are incorporated by reference
in this Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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 an 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 Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
this 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 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,
CRW Financial, Inc., 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 King of Prussia, Commonwealth of Pennsylvania, on August 21,
1996.
CRW FINANCIAL, INC.
By: /s/ J. Brian O'Neill
--------------------------------
J. Brian O'Neill, Chairman of
the Board and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Brian O'Neill and Jonathan P.
Robinson, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities to sign any amendments to this
Registration Statement on Form S-8, 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 of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ J. BRIAN O'NEILL Director, Chairman of the Board and August 21, 1996
- -------------------------------------------- Chief Executive Officer
J. Brian O'Neill (Principal Executive Officer)
/s/ MARK DeNINO Director August 21, 1996
- --------------------------------------------
Mark DeNino
/s/ EUSTACE MITA Director August 21, 1996
- --------------------------------------------
Eustace Mita
Director August __, 1996
- --------------------------------------------
Bernard Morgan
Director August __, 1996
- --------------------------------------------
Robert N. Verrati
/s/ JONATHAN P. ROBINSON Vice President and Chief Financial August 21, 1996
- -------------------------------------------- Officer (Principal Financial
Jonathan P. Robinson Officer and Principal Accounting
Officer)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit # Description Sequential Page Number
--------- ----------- ----------------------
<S> <C> <C>
4.1 CRW Financial, Inc. 1995 Stock Option Plan Incorporated by reference from Exhibit
10.5 to S-1 Registration Statement No.
33-91030 dated April 10, 1995, as
amended.
4.2 Amendment to CRW Financial, Inc. 1995 Stock Filed on page 7 herein.
Option Plan
5.1 Opinion of Stradley Ronon Stevens & Young, LLP Filed on page 8 herein.
23.1 Consent of Stradley Ronon Stevens & Young, LLP Contained in Exhibit 5.1, filed on page
8 herein.
23.2 Consent of Arthur Andersen, LLP Filed on page 11 herein.
24.1 Power of Attorney Included in signature page on page 5
herein.
</TABLE>
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AMENDMENT TO
CRW FINANCIAL, INC.
1995 STOCK OPTION PLAN
Section 9(b)(ii) of the Plan is hereby amended to provide in its
entirety as follows:
"(ii) Expiration of six (6) months from the date the Optionee's service
as a member of the Board of Directors terminates for any reason other
than Disability or death; or";
August 21, 1996
CRW Financial, Inc.
443 South Gulph Road
King of Prussia, PA 19406
Attention: J. Brian O'Neill, Chairman and
Chief Executive Officer
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to and for CRW Financial, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a registration statement on Form S-8
(the "Registration Statement"), for the purpose of registering under the
Securities Act of 1933, as amended, 500,000 shares (the "Shares") of the
Company's common stock, $.01 par value per share (the "Common Stock"). The
Shares are issuable upon the exercise of certain options (the "Options") granted
and to be granted under the Company's 1995 Stock Option Plan (the "Plan").
In our capacity as counsel, we have been requested to render the opinion
set forth in this letter and in connection therewith, we have reviewed the
following documents: (i) the Registration Statement, (ii) the Plan, (iii)
Restated Certificate of Incorporation of the Company, as amended to date, (iv)
Bylaws of the Company, as amended to date, (v) Unanimous Consent of the
Board of Directors of the Company dated April 1, 1995, and (vi) such other
documents, instruments and records as we deemed necessary or appropriate for
purposes of rendering the opinion set forth herein.
<PAGE>
CRW Financial, Inc.
August 21, 1996
Page 2
In rendering this opinion, we have assumed and relied upon, without
independent investigation, (i) the authenticity, completeness, truth and due
authorization and execution of all documents submitted to us as originals, (ii)
the genuineness of all signatures on all documents submitted to us as originals,
and (iii) the conformity to the originals of all documents submitted to us as
certified or photostatic copies.
No opinion is expressed herein in any respect as to (i) federal and state
securities laws and regulations, (ii) pension and employee benefit laws and
regulations, including without limitation the Employee Retirement Income
Security Act of 1974, as amended, and (iii) federal and state tax laws and
regulations.
The opinion expressed herein is limited and qualified in all respects by
the effects of general principles of equity, whether applied by a court of law
or equity, and by the effects of bankruptcy, insolvency, reorganization,
moratorium, arrangement, fraudulent conveyance or fraudulent transfer,
receivership, and other laws now or hereafter in force affecting the rights and
remedies of creditors generally (not just creditors of specific types of
debtors) and other laws now or hereafter in force affecting generally only
creditors of specific types of debtors.
The law covered by the opinion expressed herein is limited to (a) the
Federal statutes, judicial decisions and rules and regulations of the
governmental agencies of the United States and (b) the Delaware General
Corporation Law, as amended.
This opinion letter is given only with respect to laws and regulations
presently in effect. We assume no obligation to advise you of any changes in law
or regulation which may hereafter occur, whether the same are retroactively or
prospectively applied, or to update or supplement this letter in any fashion to
reflect any facts or circumstances which hereafter come to our attention.
Based upon, and subject to, the foregoing, we are of the opinion that the
Shares, when issued upon proper exercise of the Options pursuant to and in
accordance with the Plan, will be legally issued, fully paid and nonassessable
shares of the Common Stock of the Company.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and we further consent to the reference under the caption
"Named Experts and Counsel" in the Registration Statement and to any reference
to our firm in the Registration Statement as
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CRW Financial, Inc.
August 21, 1996
Page 3
legal counsel who have passed upon the legality of the securities
offered thereby.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By: /s/ DEAN M. SCHWARTZ
-------------------------------
Dean M. Schwartz, A Partner
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Form S-8 Registration Statement of our report dated
February 29, 1996 included in the CRW Financial, Inc. Form 10-K for the year
ended December 31, 1995, and to all references to our firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.
August 19, 1996
