AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 2001
REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LIFE FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 33-0743196
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
10540 MAGNOLIA AVENUE, SUITE B
RIVERSIDE, CALIFORNIA 92505-1814
(909) 637-4000
(Address of Principal Executive Offices)
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LIFE FINANCIAL CORPORATION
2000 STOCK INCENTIVE PLAN
(Full Title of the Plan)
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STEVEN R. GARDNER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LIFE FINANCIAL CORPORATION
10540 MAGNOLIA AVENUE, SUITE B
RIVERSIDE, CALIFORNIA 92505-1814
(Name and Address of Agent For Service)
(909) 637-4000
(Telephone Number, Including Area Code, of Agent For Service)
COPY TO:
BLASE P. DILLINGHAM, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE LLP
777 SOUTH FIGUEROA STREET, SUITE 3200
LOS ANGELES, CALIFORNIA 90017
(213) 629-2020
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CALCULATION OF REGISTRATION FEE
AMOUNT PROPOSED PROPOSED AMOUNT OF
TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) FEE
Common Stock, par value $0.01... 653,400 $2.943 $1,922,898 $480.72
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the 2000 Stock Incentive Plan by reason of
any stock dividend, stock split, recapitalization or other similar
transaction effected without the Registrant's receipt of consideration which
results in an increase in the number of the Registrant's outstanding shares
of Common Stock.
(2) Calculated solely for purposes of this offering in accordance with
Rule 457(h) of the Securities Act of 1933, as amended (the "Securities
Act"). The Proposed Maximum Offering Price Per Share represents the weighted
average exercise price of outstanding options to purchase common stock under
the 2000 Stock Incentive Plan.
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will begin as soon as reasonably practicable after such effective date.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing the
number of securities of the same class as other securities for which a
Registration Statement of LIFE Financial Corporation relating to the LIFE
Financial Corporation 2000 Stock Incentive Plan is effective. LIFE Financial
Corporation's Form S-8 Registration Statement No. 333-51425 is hereby
incorporated by reference.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, filed with the Commission on April 2, 2001;
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since the
end of the fiscal year covered by the Registrant's latest annual report;
and
(c) The Registrant's Registration Statement on Form 8-A filed with the
Commission on June 6, 1997 which provides a description of the
Registrant's Common Stock, including any amendments or reports filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant 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 in this Registration Statement and to be a 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
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") authorizes a Delaware corporation to indemnify officers,
directors, employees and agents of the corporation, in connection with actual or
threatened actions, suits or proceedings provided that such officer, director,
employee or agent acted in good faith and in a manner such officer reasonably
believed to be in or not opposed to the corporation's best interests, and, for
criminal proceedings, had no reasonable cause to believe his or her conduct was
unlawful. This authority is sufficiently broad to permit indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.
The Registrant's Restated Certificate of Incorporation and By-laws provide
for indemnification of officers and directors to the fullest extent permitted by
Delaware Law. In addition, the Registrant has, and intends in the future to
enter into, agreements to provide indemnification for directors and officers in
addition to that provided for in the Restated Certificate of Incorporation and
By-laws.
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In addition, the Registrant has, and intends in the future to enter into,
agreements to provide indemnification for directors and officers in addition to
that contained in the Restated Certificate of Incorporation and By-laws. The
Registrant also carries liability insurance covering officers and directors.
The Registrant's 2000 Stock Incentive Plan (the "2000 Plan") provides for
the indemnification of the members of the Board of Directors of the Registrant
and members of the 2000 Plan administration committee in connection with their
actions under the 2000 Plan.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER NAME
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5.1 Opinion and Consent of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Grant Thornton LLP.
23.3 Consent of Orrick, Herrington & Sutcliffe LLP is included in
Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney is included on the signature page of this
Registration Statement.
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;
(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
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end 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
a 20% 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 (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
by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
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(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.
(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
Commission such indemnification is against public policy as expressed in the
Securities 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 Securities 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 the City of Riverside, State of California on the 9 of April,
2001.
LIFE FINANCIAL CORPORATION
(Registrant)
By: /s/ STEVEN R. GARDNER
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Steven R. Gardner
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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POWER OF ATTORNEY
KNOW BY ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of LIFE Financial Corporation, a
Delaware corporation, do hereby constitute and appoint STEVEN R. GARDNER and ROY
PAINTER their lawful attorneys-in-fact and agents with full power and authority
to do any and all acts and things and to execute any and all instruments which
said attorney and agent determines may be necessary or advisable or required to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorney and agent shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.
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.
SIGNATURE TITLE DATE
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/s/ STEVEN R. GARDNER President, Chief Executive Officer and
--------------------------------- Chief Operating Officer (Principal April 9, 2001
Steven R. Gardner Executive Officer)
/s/ ROY L. PAINTER Senior Vice President and Chief Financial
--------------------------------- Officer (Principal Financial Officer and April 9, 2001
Roy Painter Principal Accounting Officer)
/s/ RONALD G. SKIPPER
--------------------------------- Chairman of the Board of Directors April 9, 2001
Ronald G. Skipper
/s/ JOHN GODDARD
--------------------------------- Director April 9, 2001
John Goddard
/s/ MILTON E. JOHNSON
--------------------------------- Director April 9, 2001
Milton E. Johnson
/s/ EDGAR C. KELLER
--------------------------------- Director April 9, 2001
Edgar C. Keller
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SIGNATURE TITLE DATE
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/s/ KENT G. SNYDER
--------------------------------- Director April 9, 2001
Kent G. Snyder
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