AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 1998
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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FIRSTPLUS FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
NEVADA 75-2561085
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1600 VICEROY, 8TH FLOOR
DALLAS, TEXAS 75238
(Address of principal executive offices) (Zip Code)
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STOCK OPTION AGREEMENT FOR KRISTIN ANDRADE-REITZ
STOCK OPTION AGREEMENTS FOR JAMES CAPRETZ
STOCK OPTION AGREEMENTS FOR DAVID KAGNOFF
STOCK OPTION AGREEMENT FOR JAVIER S. LLANES
STOCK OPTION AGREEMENTS FOR MICHAEL MCGUIRE
STOCK OPTION AGREEMENTS FOR GUSTAVO L. MENDOZA
STOCK OPTION AGREEMENT FOR DENISE ORCHARD
STOCK OPTION AGREEMENTS FOR MARIE A. REICH
STOCK OPTION AGREEMENTS FOR JAMES RICH
STOCK OPTION AGREEMENTS FOR BARRY WILLIAMS
(Full title of the plans)
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RONALD M BENDALIN, ESQ.
GENERAL COUNSEL
FIRSTPLUS FINANCIAL GROUP, INC.
1600 VICEROY, 8TH FLOOR
DALLAS, TEXAS 75238
(Name and address of agent for service)
(214) 599-6400
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED BE REGISTERED(1) PER SHARE(2)(3) PRICE(2)(3) FEE(3)
Common Stock, $0.01 par value per share..... 125,000 Shares $28.50 $1,975,605.00 $599.00
(1) The securities to be registered include an aggregate of 125,000 shares
reserved for issuance under the individual stock option agreements listed
above (collectively, the "Plans").
(2) Estimated solely for purpose of calculating the registration fee.
(3) Calculated pursuant to Rule 457(c) and (h) solely for the purposes of
computing the registration fee, based upon the following:
NUMBER OF
OPTIONS GRANTED OPTION PRICE
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4,484 $ 5.57
6,797 $ 6.00
1,765 $ 6.36
22,915 $ 6.63
13,689 $ 6.69
9,901 $ 7.42
3,682 $ 7.94
11,765 $ 10.83
50,000 $ 28.50
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PART I
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):
(1) The Company's prospectus filed with the Commission pursuant to Rule
424(b) under the Act, dated February 1, 1996.
(2) The Company's Annual Report on Form 10-K filed with the Commission for
the fiscal year ended September 30, 1997.
(3) The Company's Current Report on Form 8-K filed with the Commission on
December 19, 1996.
(4) The description of the Common Stock of the Company set forth in the
Registration Statement on Form 8-A, dated January 15, 1996, filed with the
Commission, including any amendment or report filed for the purpose of updating
such description.
All documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) The Articles of Incorporation of the Registrant, together with its
bylaws, provide that the Registrant shall indemnify officers and directors, and
may indemnify its other employees and agents, to the fullest extent permitted by
law. The laws of the State of Nevada permit, and in some cases require,
corporations to indemnify officers, directors, agents and employees who are or
have been a party to or are threatened to be made a party to litigation against
judgments, fines, settlements and reasonable expenses under certain
circumstances.
(b) The Registrant has also adopted provisions in its Articles of
Incorporation that limit the liability of its directors and officers to the
fullest extent permitted by the laws of the State of Nevada. Under the
Registrant's Articles of Incorporation, and as permitted by the laws of the
State of Nevada, a director or officer is not liable to the Registrant or its
stockholders for damages for breach of fiduciary duty. Such
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
limitation of liability does not affect liability for (i) acts or omissions that
involve intentional misconduct, fraud or a knowing violation of the law, or (ii)
the payment of any unlawful distribution.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
(a) Exhibits.
The following documents are filed as a part of this registration
statement.
EXHIBIT DESCRIPTION OF EXHIBIT
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4.1* Amended and Restated Articles of Incorporation of the Company (Exhibit 3.1)
4.2* Amended and Restated Bylaws of the Company (Exhibit 3.2)
4.3* Specimen certificate for common stock of the Company (Exhibit 4)
4.4 Stock Option Agreement for Kristin Andrade-Reitz
4.5 Stock Option Agreements for James Capretz
4.6 Stock Option Agreements for David Kagnoff
4.7 Stock Option Agreement for Javier S. Llanes
4.8 Stock Option Agreements for Michael McGuire
4.9 Stock Option Agreements for Gustavo L. Mendoza
4.10 Stock Option Agreement for Denise Orchard
4.11 Stock Option Agreements for Marie A. Reich
4.12 Stock Option Agreements for James Rich
4.13 Stock Option Agreements for Barry Williams
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation (included in their opinion filed as
Exhibit 5.1 hereto)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (see signature page of this registration statement)
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* Filed as the exhibit shown in parenthesis contained in the Company's
Registration Statement on Form S-1 (No. 33-96688) effective February 1,
1996, incorporated herein by reference.
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 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;
(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; and
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(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 of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 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 Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 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 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 Dallas, Texas, on January 7, 1998:
FIRSTPLUS FINANCIAL GROUP, INC.
By: /s/ DANIEL T. PHILLIPS
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Daniel T. Phillips
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below hereby constitutes and appoints Daniel T. Phillips, Eric C. Green and
Ronald M Bendalin, and each of them, each with full power to act without the
other, his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection therewith, with the Commission, granting unto each of said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person hereby
ratifying and confirming that each of said attorneys-in-fact and agents or his
substitutes may lawfully do or cause to be done by virtue hereof.
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 included:
SIGNATURE CAPACITY DATE
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Chairman of the Board and
/s/ DANIEL T. PHILLIPS Chief Executive Officer
- ------------------------------ (Principal Executive January 7, 1998
Daniel T. Phillips Officer)
/s/ ERIC C. GREEN
- ------------------------------ President and Director January 7, 1998
Eric C. Green
/s/ WILLIAM BENAC Chief Financial Officer
- ------------------------------ (Principal and January 7, 1998
William Benac Accounting Officer)
/s/ JOHN FITZGERALD
- ------------------------------ Director January 7, 1998
John Fitzgerald
/s/ DAN JESSEE
- ------------------------------ Director January 7, 1998
Dan Jessee
/s/ PAUL NUSSBAUM
- ------------------------------ Director January 7, 1998
Paul Nussbaum
/s/ PAUL SEEGERS
- ------------------------------ Director January 7, 1998
Paul Seegers
/s/ SHELDON I. STEIN
- ------------------------------ Director January 7, 1998
Sheldon I. Stein
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
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4.1* Amended and Restated Articles of Incorporation of the Company (Exhibit 3.1)
4.2* Amended and Restated Bylaws of the Company (Exhibit 3.2)
4.3* Specimen certificate for common stock of the Company (Exhibit 4)
4.4 Stock Option Agreement for Kristin Andrade-Reitz
4.5 Stock Option Agreements for James Capretz
4.6 Stock Option Agreements for David Kagnoff
4.7 Stock Option Agreement for Javier S. Llanes
4.8 Stock Option Agreements for Michael McGuire
4.9 Stock Option Agreements for Gustavo L. Mendoza
4.10 Stock Option Agreement for Denise Orchard
4.11 Stock Option Agreements for Marie A. Reich
4.12 Stock Option Agreements for James Rich
4.13 Stock Option Agreements for Barry Williams
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation (included in their opinion filed as Exhibit
5.1 hereto)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (see signature page of this registration statement)
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* Filed as the exhibit shown in parenthesis contained in the Company's
Registration Statement on Form S-1 (No. 33-96688) effective February 1,
1996, incorporated herein by reference.
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