As filed with the Securities and Exchange Commission on June 5, 1996
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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ADVANCED FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-1069415
- -------- -----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5425 Martindale, Shawnee, Kansas 66218
- -------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Advanced Financial, Inc. 1992 Incentive Stock Option Plan
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(Full title of the plan)
Norman L. Peterson, President
Advanced Financial, Inc.
5425 Martindale
Shawnee, KS 66218
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(Name and address of agent for service)
(913) 441-2466
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(Telephone number, including area code, of agent for service)
Copy to:
Allen G. Reeves, Esq.
Allen G. Reeves, P.C.
900 Equitable Building
730 17th Street
Denver, CO 80202
(303) 534-6278
CALCULATION OF REGISTRATION FEE
=====================================================================================================
Title of each Proposed Proposed
class of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered share price fee
- -----------------------------------------------------------------------------------------------------
Common Stock 500,000(1) $1.50 $750,000 $258.63(2)
($.001 par
value)
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<FN>
(1) The registration statement also includes an indeterminable number of additional shares of
Common Stock that may become subject to the Plan pursuant to the antidilution provisions
thereof.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457,
based upon the average of the high and low prices for the Common Stock on the American Stock
Exchange composite tape on May 22, 1996.
</FN>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1. Plan Information.
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Documents containing information related to the Registrant's 1992 Incentive
Stock Option Plan which are not filed as a part of this Registration Statement
(the "Registration Statement") and documents incorporated by reference in
response to Item 3 of Part II of this Registration Statement, which taken
together constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act of 1933 (the "Securities Act") will be sent or given to the
participants by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.
Item 2. Registrant Information and Employee Plan Annual Information.
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As required by this Item, the Registrant shall provide to the participants
a written statement, advising them of the availability without charge, upon
written or oral request, of documents incorporated by reference in Item 3 of
Part II hereof and of documents required to be delivered pursuant to Rule 428(b)
under the Securities Act. The statement shall include the address listing the
title or departments and telephone number to which the request is to be
directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents, which are on file with the Securities and Exchange
Commission, are incorporated by reference in the registration statement:
(1) Registrant's annual report on Form 10-KSB for the fiscal
year ended March 31, 1995; and all amendments thereto;
(2) Registrant's quarterly reports on Form 10-QSB for the
quarters ended September 30, 1995 and December 31, 1995;
(3) Registrant's definitive proxy statement filed pursuant to
Section 14 of the Exchange Act for its most recent annual
meeting of its stockholders;
(4) Registrant's Current Report on form 8-K dated September
27, 1995;
(5) Registrant's Current Report on Form 8-K dated November
13, 1995;
(6) The description of the Registrant's Common Stock which is
contained in the registration statement on Form 8-A filed on
March 22, 1993, including any amendment or report filed for
the purpose of updating such description; and
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act of 1934 (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.
Item 4. Description of Securities.
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No description of the class of securities to be offered is required under
this item because the class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
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None.
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Item 6. Indemnification of Directors and Officers.
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A. The Delaware General Corporation Law, under which the Registrant is
incorporated, gives a corporation the power to indemnify any of its directors,
officers, employees, or agents who are sued by reason of their service in such
capacity to the corporation provided that the director, officer, employee, or
agent acted in good faith and in a manner he believed to be in or not opposed to
the best interest of the corporation. With respect to any criminal action, he
must have had no reasonable cause to believe his conduct was unlawful.
B. The Company's Certificate of Incorporation provides for indemnification
of officers and directors as follows:
Each person who was or is made a party or is threatened to be made a
party or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was a director or officer, of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee, or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorney's fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that except as provided in
paragraph (b) hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
board of directors of the Corporation. The right to indemnification conferred in
this Section shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition: provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not any
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other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan), in advance of the final disposition of a proceeding, shall be
made only upon delivery to the corporation of an undertaking, by or on behalf of
such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Section or otherwise. The Corporation may, by action of
its Board of Directors, provide indemnification to employees and agents of the
Corporation with the same scope and effect as the foregoing indemnification of
directors and officers.
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.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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5.1 Opinion of Allen G. Reeves, P.C.
10.1 1992 Incentive Stock Option Plan
24.1 Consent of Allen G. Reeves, P.C.
24.2 Consent of KPMG Peat Marwick LLP
Item 9. Undertakings.
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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 the registration statement (or in the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represents a fundamental change in the
information set forth in the registration statement;
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(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 paragraph (1)(i) and (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 Securities Exchange Act of 1934 that are
incorporated by reference in the 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 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.
(4) 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 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling person of the Registrant pursuant to the
foregoing provisions (see Item 15 above), 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
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 Shawnee, State of Kansas, on March 21, 1996.
ADVANCED FINANCIAL, INC.
By: /s/ Norman L. Peterson
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Norman L. Peterson, President
SIGNATURES
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.
Signatures Title Date
- ---------- ----- ----
/s/ Norman L. Peterson President,
- ---------------------- Director, principal
Norman L. Peterson executive officer, March 21, 1996
/s/ William B. Morris Director, Treasurer,
- ---------------------- Secretary March 21, 1996
William B. Morris
/s/ Mark J. Peterson Director March 21, 1996
- ----------------------
Mark J. Peterson
/s/ Steven J. Peterson Director March 21, 1996
- ----------------------
Steven J. Peterson
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Signatures Title Date
- ---------- ----- ----
- --------------------- Director March , 1996
James L. Mullin, II
/s/ Patrick E. Elgert Director March 21, 1996
- ----------------------
Patrick E. Elgert
/s/ Deborah Towery Principal Financial
- ---------------------- Officer, Principal
Deborah Towery Accounting Officer March 21, 1996
/s/ Thomas S. Lilley Director March 21, 1996
- ----------------------
Thomas S. Lilley
/s/ W. Ray Bell Director March 21, 1996
- ----------------------
W. Ray Bell
/s/ Thomas G. Schlich Director March 21, 1996
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Thomas G. Schliech
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