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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WFS FINANCIAL INC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
CALIFORNIA 6141 33-0291646
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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23 PASTEUR ROAD
IRVINE, CALIFORNIA 92618-3816
(949) 727-1002
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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JOY SCHAEFER
CHIEF EXECUTIVE OFFICER
WFS FINANCIAL INC
23 PASTEUR ROAD
IRVINE, CALIFORNIA 92618-3816
(949) 727-1002
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
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ANDREW E. KATZ, ESQ. PETER F. ZIEGLER, ESQ.
MITCHELL, SILBERBERG & KNUPP LLP GIBSON, DUNN & CRUTCHER LLP
11377 WEST OLYMPIC BOULEVARD 333 S. GRAND AVENUE
LOS ANGELES, CALIFORNIA 90064-1683 LOS ANGELES, CALIFORNIA 90071-3197
(310) 312-2000 (213) 229-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this form, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-91277
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock, no par value............. 402,500 Shares(1) $17.188 $6,918,170 $1,826.39*
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(1) Includes 52,500 shares of common stock that the underwriters have the option
to purchase from WFS to cover over-allotments, if any.
* Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based
on the average of the high and low prices per share reported on the Nasdaq
National Market on February 8, 2000.
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This registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and includes the registration statement
facing page, the signature page, an exhibit index, an exhibit 5 opinion, an
accountant's consent and the other documents listed on the exhibit index.
Pursuant to Rule 462(b), the contents of the registration statement on Form S-2
(File No. 333-91277) of WFS Financial Inc, including the exhibits thereto, are
incorporated by reference into this registration statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that is has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on February 9, 2000.
WFS FINANCIAL INC
By: /s/ JOY SCHAEFER
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Joy Schaefer
Vice Chairman, Director,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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* Chairman of the Board February 9, 2000
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Ernest S. Rady
/s/ JOY SCHAEFER Vice Chairman, Director, and February 9, 2000
- --------------------------------------------------- Chief Executive Officer
Joy Schaefer
* Director February 9, 2000
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James R. Dowlan
* Director February 9, 2000
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Howard C. Reese
* Director February 9, 2000
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Stanley E. Foster
Director
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Bernard E. Fipp
* Director February 9, 2000
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Duane A. Nelles
* Senior Executive Vice February 9, 2000
- --------------------------------------------------- President (Principal
Lee A. Whatcott Financial and Accounting
Officer) and Chief Financial
Officer
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*By: /s/ JOY SCHAEFER
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Joy Schaefer
(Attorney-in-fact)
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION OF EXHIBIT PAGE
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5 Opinion of Mitchell, Silberberg & Knupp LLP with respect to
legality
23.1 Consent of Ernst & Young LLP
23.2 Consent of Mitchell, Silberberg & Knupp LLP (included in
Exhibit 5, above)
24 Power of Attorney (filed as Exhibit 24 to the Registration
Statement on Form S-2 of WFS Financial Inc (File No.
333-91277) and incorporated herein by reference.)
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EXHIBIT 5
LAW OFFICES
MITCHELL SILBERBERG & KNUPP LLP
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
TRIDENT CENTER
11377 WEST OLYMPIC BOULEVARD
LOS ANGELES, CALIFORNIA 90064-1683
(310) 312-2000
FAX: (310) 312-3100
ANDREW E. KATZ FILE NO: 28376-12
PARTNER DOC NO: 0176203.1
CORPORATE DEPARTMENT E-MAIL ADDRESS: [email protected]
TELEPHONE: 310-312-3738
FAX: 310-312-3785
February 9, 2000
VIA EDGAR
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: WFS Financial Inc
Registration Statement Filed on Form S-2
Dear Ladies and Gentlemen:
We are counsel for WFS Financial Inc (the "Company") in
connection with the proposed offering of an additional 402,500 shares of Common
Stock of the Company (the "Securities") which are to be registered for sale
pursuant to the accompanying Form S-2 Registration Statement as filed by the
Company pursuant to Rule 462(b) and relating to the Company's earlier
registration statement on Form S-2 (File No. 333-91277).
In our capacity as counsel for the Company and for purposes of
this opinion, we have made those examinations and investigations of the legal
and factual matters we deemed advisable, and have examined the originals, or
copies identified to our satisfaction as being true copies of the originals, of
the certificates, documents, corporate records, and other instruments which we,
in our judgment, have considered necessary or appropriate to enable us to render
the opinion expressed below. We have relied, without independent investigation
or confirmation, upon certificates provided by public officials and officers of
the Company as to certain factual matters. In the course of our examinations and
investigations, we have assumed the genuineness of all signatures on original
documents, and the due execution and delivery of all documents requiring due
execution and delivery for the effectiveness thereof.
Based upon and subject to the foregoing and in reliance
thereon, and subject to the assumptions, exceptions and qualifications set forth
herein, it is our opinion that:
The Securities have been duly authorized, and when executed
and delivered to and paid for by Bear, Stearns & Co. Inc. and Donaldson, Lufkin
& Jenrette Securities Corporation (the "Underwriters"), pursuant to the
Underwriting Agreement between the
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MITCHELL SILBERBERG & KNUPP LLP
Securities and Exchange Commission
February 9, 2000
Page 2
Underwriters, the Company and Western Financial Bank, will be legally issued,
fully paid and non-assessable.
We consent to the filing of this opinion with, and to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving our consent, we do not hereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations thereunder. This opinion
is given as of the date hereof and we assume no obligation to advise you of
changes that may hereafter be brought to our attention.
Very truly yours,
MITCHELL SILBERBERG & KNUPP LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-2 No. 333-91277) dated January 20, 2000 and
related Prospectus of WFS Financial Inc for the registration of 2,300,000
shares of its common stock and to its incorporation into a Registration
Statement on Form S-2 filed pursuant to Rule 462(b) for the registration of an
additional 402,500 shares of its common stock.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Los Angeles, California
February 9, 2000
