As filed with the Securities and Exchange Commission on June 29, 2000
Commission File No. 333-_____________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MATRIX BANCORP, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1233716
(State of Incorporation) (I.R.S. Employer Identification No.)
1380 Lawrence Street, Suite 1410
Denver, Colorado 80204
(Address of Principal Executive Offices) (Zip Code)
1996 AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
Guy A. Gibson, President and CEO Steven F. Carman
Matrix Bancorp, Inc. Blackwell Sanders Peper Martin LLP
1380 Lawrence Street, Suite 1410 Two Pershing Square
Denver, Colorado 80204 2300 Main Street, Suite 1000
(303) 595-9898 Kansas City, Missouri 64108
(816) 983-8000
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
------------------------- -------------------- -------------------------- ------------------------ ---------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities to Amount to be Offering Price Per Aggregate Offering Registration Fee
be Registered Registered (1)(2) Share (3)(4) Price (3)(4) (3)(4)
------------------------- -------------------- -------------------------- ------------------------ ---------------------
Common stock, $0.0001 350,000 shares $7.0625 $2,471,875 $ 687.19
par value per share
------------------------- -------------------- -------------------------- ------------------------ ---------------------
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[FN]
(1) The securities to be registered include 125,000 additional shares reserved
for issuance under the registrant's 1996 Employee Stock Purchase Plan and
225,000 additional shares reserved for issuance upon the exercise of
options that may be granted from time to time under the registrant's 1996
Amended and Restated Employee Stock Option Plan (the "Plans").
(2) Pursuant to Rule 416, this Registration Statement is deemed to include
additional shares of Common Stock issuable under the terms of the Plans to
prevent dilution resulting from any future stock split, stock dividend or
similar transaction.
(3) Estimated solely for the purpose of calculating the registration fee.
(4) Calculated pursuant to Rule 457(c). On June 27, 2000, the average of the
highest and lowest selling price per share of common stock on the National
Market System of The Nasdaq Stock Market, Inc. was $7.0625.
</FN>
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<PAGE>
EXPLANATORY NOTE
The purpose of this Registration Statement is to register 125,000
additional shares of Common Stock, $.0001 par value per share (the "Common
Stock"), of Matrix Bancorp, Inc. (the "Company") issuable pursuant to the
Company's 1996 Employee Stock Purchase Plan and 225,000 additional shares of
Common Stock issuable upon the exercise of options that may be granted from time
to time pursuant to the Company's 1996 Amended and Restated Employee Stock
Option Plan. In accordance with General Instruction E of Form S-8, the contents
of the Company's Registration Statement on Form S-8 (No. 333-36671) are
incorporated herein by reference.
Item 8. Exhibits
The following exhibits are filed herewith or are incorporated by
reference from documents filed by the Company with the Commission.
4.1* 1996 Amended and Restated Employee Stock Option Plan (Exhibit
4.2)
4.2* 1996 Employee Stock Purchase Plan (Exhibit 4.3)
5.1 Opinion of Blackwell Sanders Peper Martin LLP.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Blackwell Sanders Peper Martin LLP (see Exhibit 5.1)
*Filed as the exhibit shown in the parenthesis contained in the
Company's registration statement on Form S-1 (No. 333-10223) effective
October 17, 1996, incorporated herein by reference.
<PAGE>
SIGNATURES
THE REGISTRANT. 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 Denver, State of Colorado, on June 20, 2000.
MATRIX BANCORP, INC.
By: /s/ Guy A. Gibson
Guy A. Gibson, President and
Chief Executive Officer
<PAGE>
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 dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Name Positions Date
---- --------- ----
/s/ Guy A. Gibson President, Chief Executive Officer June 20, 2000
---------------------------------------- and Director
Guy A. Gibson
/s/ Richard V. Schmitz Chairman of the Board June 20, 2000
----------------------------------------
Richard V. Schmitz
/s/ D. Mark Spencer Vice Chairman and Director June 20, 2000
-----------------------------------------
D. Mark Spencer
/s/ David W. Kloos Senior Vice President, Chief Financial June 20, 2000
----------------------------------------- Officer and Director (Principal
David W. Kloos Financial and Accounting Officer)
/s/ Thomas M. Piercy Director June 20, 2000
-----------------------------------------
Thomas M. Piercy
/s/ Stephen Skiba Director June 20, 2000
-----------------------------------------
Stephen Skiba
/s/ David A. Frank Director June 21, 2000
-----------------------------------------
David A. Frank
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
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5.1 Opinion of Blackwell Sanders Peper Martin LLP
23.1 Consent of Ernst & Young LLP
