As Filed with the Securities and Exchange Commission on February 17, 1999
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 60611
CHICAGO, IL (ZIP CODE)
(Address of Principal Executive Offices)
OLYMPIC CASCADE FINANCIAL CORPORATION
1996 STOCK OPTION PLAN
1997 STOCK OPTION PLAN
1999 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
STEVEN A. ROTHSTEIN
CHAIRMAN, PRESIDENT 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:
ALAN I. ANNEX, ESQ.
ERIC M. ROTH, ESQ.
CAMHY KARLINSKY & STEIN LLP
1740 Broadway, New York, New York 10019-4315
(212) 977-6600
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Registered Price Aggregate Offering Registration Fee
Per Share (1)(2) Price (1)(2)
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Common Stock, 1,106,537 shares $5.91 $6,539,634 $1,818.02
$.02 par value
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the
"Securities Act"), this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit
plan described herein.
(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 Nasdaq SmallCap Market on
February 16, 1999.
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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 1996 and 1997 Stock Option 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, heretofore 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 hereby
incorporated by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended September 25, 1998;
(b) the Company's Form 10-Q for the fiscal year ended December 31,
1998.
(c) 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.
(d) the Company's Form 8-A, as filed with the Commission on
July 31, 1998.
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 such documents.
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 that also is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any 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.
The Company's Common Stock was registered under Section 12 of the
Exchange Act, pursuant to the Company's Registration Statement on Form S-4
filed on September 27, 1996 and any amendment or report filed for the purpose
of updating such description.
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 indemnity
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 not
unlawful. 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 enterprise 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
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4.1 National Securities Corporation 1996 Stock Option Plan
(Predecessor to Olympic Cascade Financial Corporation).
4.2 Olympic Cascade Financial Corporation 1997 Stock Option
Plan
4.3 Olympic Cascade Financial Corporation 1999 Stock Option
Plan
5.1 Opinion of Camhy Karlinsky & Stein LLP regarding the
legality of shares of Common Stock being registered.
23.1 Consent of Feldman Sherb Ehrlich & Co., P.C.
23.2 Consent of Moss Adams LLP.
23.3 Consent of Camhy Karlinsky & Stein LLP (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
Securities Act, that:
(a)(1) The Registrant will file during any period in which it offers or
sells securities, a post-effective amendment to this registration
statement to:
(a)(1)(iii) Include any additional or changed material information in the
Plan;
(a)(1)(iii)(2) 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 Securities
Act; and
(a)(1)(iii)(3) 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
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 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.
(h) 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 provisions
referenced in Item 6 of this Registration Statement, or
otherwise, the Registration has been advised that in the opinion
of the Commission, such 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 the public policy 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 Chicago, State of Illinois, on
February 11, 1999.
OLYMPIC CASCADE FINANCIAL CORPORATION
By: /s/Steven A. Rothstein
--------------------------------
Steven A. Rothstein, Chairman, President
and Chief Executive Officer
By: /s/Robert H. Daskal
---------------------------------
Robert H. Daskal, Senior Vice President, Treasurer,
Secretary and Chief Financial Officer
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 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 A. Rothstein Chairman, President and February 11, 1999
---------------------------- Chief Executive Officer
Steven A. Rothstein
/s/ Robert I. Kollack Vice Chairman and Director February 11, 1999
Robert I. Kollack
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/s/Gary A. Rosenberg Director February 11, 1999
----------------------------
Gary A. Rosenberg
/s/James C. Holcomb, Jr. Director February 11, 1999
----------------------------
James C. Holcomb, Jr.
/s/D.S Patel Director February 11, 1999
----------------------------
D.S. Patel
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