As Filed with the Securities and Exchange Commission on June 22,2001
Registration No. __________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OLYMPIC CASCADE FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-4128138
(State of Incorporation) (I.R.S. Employer Identification No.)
875 North Michigan Avenue, Suite 1560
Chicago, IL 60611
(Address of Principal Executive Offices) (Zip Code)
OLYMPIC CASCADE FINANCIAL CORPORATION
2001 STOCK OPTION PLAN
(Full Title of the Plan)
Steven A. Rothstein
Chairman and Chief Executive Officer
Robert H. Daskal
Chief Financial Officer
Olympic Cascade Financial Corporation
875 North Michigan Avenue, Suite 1560, Chicago, Illinois 60611
(Name and Address of Agent For Service)
(312) 751-8833
(Telephone Number, Including Area Code, of Agent For Service)
Please send copies of all communications to:
Arthur Don, Esq.
D'Ancona & Pflaum LLC
111 East Wacker Drive, Suite 2800, Chicago, Illinois 60601-4205
(312) 602-2000
CALCULATION OF REGISTRATION FEE
========================= ======================= ======================= ======================= =======================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration Fee
Per Share (1)(2) Price (1)(2)
- ------------------------- ----------------------- ----------------------- ----------------------- -----------------------
Common Stock, 1,000,000 shares $3.10 $3,100,000 $775
$.02 par value
========================= ======================= ======================= ======================= =======================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities Act"), to the extent additional shares of
Olympic Cascade Financial Corporation (the "Company") Common Stock may be
issued or issuable as a result of stock splits, the employee benefit plan
described herein or other distributions declared at any time by the
Company's Board of Directors while this registration statement is in
effect, this registration statement is hereby deemed to cover such
additional Common Stock.
(2) The proposed maximum offering price per share has been estimated
solely for the purpose of calculating the registration fee, in accordance
with Rule 457(h), on the basis of the average of the high and low prices of
the shares of the Common Stock as reported by The American Stock Exchange
on June 20, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I are being separately
provided to the participants in the 2001 Stock Option Plan (the "Plan") as
specified by Rule 428(b)(1).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously filed by the Company with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities and
Exchange Act of 1934 (the "Exchange Act"), are incorporated herein by reference
in their entirety and made a part hereof:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended September 29, 2000;
(b) the Company's Form 10-Q for the quarter ended December 31, 2000.
(c) the Company's Form 10-Q for the quarter ended March 30, 2001.
(d) the Company's 2001 Stock Option Plan included in the Definitive
Proxy Statement- Schedule 14A filed January 29, 2001.
(e) all other reports filed by the Company pursuant to 13(a) or
15(d) of the Exchange Act, since the end of the fiscal year
covered by the Annual Report referred to in (a) above.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date herof 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 herein and made a part
hereof from the date such documents are filed.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document which also is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable
Item 6. Indemnification of Officers and Directors.
------------------------------------------
The Company's bylaws provide that the Company shall indemnify
and advance the expenses of individual directors, officers, employees and agents
against costs, judgments and other financial liability resulting from any action
alleged to have been taken or omitted by such individual. The bylaws permit such
indemnification if, among other things, the proposed indemnitee acted in good
faith with reasonable belief that the conduct was in, or at least not opposed
to, the best interests of the Company, and in the case of a criminal proceeding,
with a reasonable belief that the conduct was lawful. The Company has obtained
insurance on behalf of any person who is or was a director, officer or employee
or agent of the Company or is or was serving at the request of the Company as an
officer, employee, or agent of another corporation, partnership, joint venture,
trust, other entity or employee benefit plan, against any liability arising out
of that person's status as such, whether or not the Company would have the power
to indemnify that person against such liability.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
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Item 8. Exhibits. The following is a complete list of exhibits filed as
a part of this Registration Statement:
Exhibit No. Document
5.1 Opinion of D'Ancona & Pflaum LLC dated June 19, 2001 regarding
the legality of shares of Common Stock being registered.
23.1 Consent of Feldman Sherb & Co., P.C.
23.2 Consent of D'Ancona & Pflaum LLC (included in Exhibit 5.1).
Item 9. Undertakings.
------------
The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Commission promulgated under the Act:
(a)(1) to file during any period in which it offers or sells securities, a
post-effective amendment to this registration statement:
(a)(1)(i) to include any prospectus required by Section 10(a)(3) of the Act;
(a)(1)(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 total 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;
(a)(1)(iii) to include any additional or changed material information in the
Plan 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
registration statement is on Form S-3, Form S-8 or Form F-3 and 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 Exchange Act that are
incorporated by reference in the registration statement.
(a)(1)(iii)(2) to treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the
securities at that time shall be deemed to be the initial bona
fide offering, for determining liability under the Act; and
(a)(1)(iii)(3) to file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
(b) that, for purposes of determining any liability under the 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 this Registration Statement relating to the
securities offered herein, 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 Act
may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions referenced in Item 6
of this Registration Statement, or otherwise, the Registrant has
been advised that in the opinion of the Commission, such is
against public policy as expressed in the Act and is, therefore,
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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 the public policy
expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Act, 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 Chicago, State of Illinois, on June 20, 2001.
OLYMPIC CASCADE FINANCIAL CORPORATION
By: /s/Steven A. Rothstein
Steven A. Rothstein, Chairman and Chief Executive Officer
By: /s/Robert H. Daskal
Robert H. Daskal, Senior Vice President, Treasurer,
Secretary and Chief Financial Officer
By: /s/David M. Williams
David M. Williams, Chief Accounting Officer and Controller
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under the heading "Signature" constitutes and appoints Steven A.
Rothstein and Robert H. Daskal, each as his true and lawful attorney-in-fact and
agent for him and in his name, place and stead, in any and all capacities to
sign any or all amendments to this Registration Statement on Form S-8, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/Steven A.Rothstein Chairman and Chief Executive Officer June 20, 2001
- ---------------------
Steven A. Rothstein
/s/Gary A. Rosenberg Director June 20, 2001
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Gary A. Rosenberg
/s/James C. Holcomb, Jr. Director June 20, 2001
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James C. Holcomb, Jr.
/s/D.S. Patel Director June 20, 2001
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D.S. Patel
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