As filed with the Securities and Exchange Commission on November 4, 2003
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FREMONT GENERAL CORPORATION
(Exact name of Registrant as specified in its charter)
NEVADA 95-2815260
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2020 SANTA MONICA BLVD., SUITE 600
SANTA MONICA, CALIFORNIA 90404
(Address, including zip code of Registrant's principal executive offices)
FREMONT GENERAL CORPORATION
1997 STOCK PLAN
(Full title of the plan)
ALAN W. FAIGIN
SECRETARY AND GENERAL COUNSEL
FREMONT GENERAL CORPORATION
2020 SANTA MONICA BLVD., SUITE 600
SANTA MONICA, CALIFORNIA 90404
(310) 315-5500
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
RICHARD A. BOEHMER, ESQ.
O'MELVENY & MYERS LLP
400 SOUTH HOPE STREET
LOS ANGELES, CALIFORNIA 90071
(213) 430-6643
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT PROPOSED PROPOSED AMOUNT OF
TO BE REGISTERED TO BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED OFFERING AGGREGATE FEE
PRICE OFFERING
PER SHARE PRICE
------------------ ------------------- --------- -------------- ------------
Common Stock
$1.00 par value... 2,061,750 shares(1) $16.63(2) $34,286,902.50(2) $2,773.81
================================================================================
(1) Excludes shares reserved under the 1997 Stock Plan that were registered
previously on Registration Statements on Form S-8 (Registration No.
333-38141, Registration No. 333-60109, Registration No. 333-87777,
Registration No. 333-40978, Registration No. 333-67788 and Registration
No. 333-98491).
(2) Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as
amended, solely for the purpose of computing the amount of the registration
fee based on the average of the high and low prices of the Common Stock as
reported on the New York Stock Exchange consolidated reporting system on
October 31, 2003.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Fremont General Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents and
information previously filed with the Securities and Exchange Commission (the
"Commission"):
1. The description of the Registrant's Common Stock as contained in the
Registrant's Registration Statement on Form 8-A filed on March 17, 1993 pursuant
to Section 12(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendment or report filed for the purpose of
updating such descriptions.
2. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, filed pursuant to Section 13(a) of the Exchange Act.
3. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2003.
4. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2003.
5. The Registrant's Current Report on Form 8-K filed on June 2, 2003
6. The Registrant's Current Report on Form 8-K filed on June 5, 2003
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment indicating that all securities offered have been sold
or de-registering all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Restated Certificate of Incorporation limits the monetary
liability of its directors to the Registrant or its stockholders for breach of
such directors' fiduciary duty to the fullest extent permitted by the law of the
State of Nevada ("Nevada Law"), as it is amended from time to time.
Under the Registrant's Bylaws, the Registrant is required, to the maximum
extent and in the manner permitted by Nevada law, to indemnify each of its
directors and officers against expenses, judgments, fines, settlements, and
other amounts actually and reasonably incurred in connection with any
proceeding, arising by reason of the fact that such person is or was an agent of
the corporation. For the purposes of the Bylaws, a "director" or "officer" of
the Registrant includes any person (i) who is or was a director or officer of
the Registrant, (ii) who is or was serving at the request of the Registrant as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, or (iii) who was a director or officer of a corporation which
was a predecessor corporation of the Registrant or of another enterprise at the
request of such predecessor corporation.
The Registrant is also required to pay all expenses incurred in defending
any civil or criminal action or proceeding for which indemnification is required
under the Bylaws in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of the indemnified
party to repay such amount if it shall ultimately be determined that the
indemnified party is not entitled to be indemnified as authorized in the Bylaws.
The Bylaws further provide that the Registrant shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director or
officer of the Registrant against any liability asserted against or incurred by
such person in such capacity or arising out of such person's status as such,
whether or not the Registrant would have the power to indemnify such person
against such liability under the provisions of the Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 Fremont General Corporation 1997 Stock Plan. (Incorporated by
reference to Exhibit 10.10 of the Registrant's Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 1997.)
5.1 Opinion of O'Melveny & Myers LLP with respect to the securities
being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 4).
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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 herein, 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 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 this
registration statement shall be deemed to be a new 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 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
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 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.
[This section intentionally left blank.]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Santa Monica, State of California, on this 31st day
of October, 2003.
FREMONT GENERAL CORPORATION
By: /s/ Louis J. Rampino
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Name: Louis J. Rampino
Title: President and Chief Operating
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James A. McIntyre, Louis J. Rampino and
Wayne R. Bailey, jointly and severally, as his or her attorney-in-fact and
agent, 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 and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
/s/ James A. McIntyre Chairman of the Board October 31, 2003
---------------------- and Chief Executive
James A. McIntyre Officer
(Principal Executive Officer)
/s/ Louis J. Rampino President, Chief Operating October 31, 2003
---------------------- Officer and Director
Louis J. Rampino
/s/ Wayne R. Bailey Executive Vice President, October 31, 2003
---------------------- Treasurer, Chief
Wayne R. Bailey Financial Officer
(Principal Financial Officer)
and Director
/s/ Patrick E. Lamb Senior Vice President, October 31, 2003
---------------------- Controller and Chief
Patrick E. Lamb Accounting Officer
(Principal Accounting
Officer)
/s/ Thomas W. Hayes Director October 31, 2003
----------------------
Thomas W. Hayes
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/s/ Robert F. Lewis Director October 31, 2003
----------------------
Robert F. Lewis
/s/ Dickinson C. Ross Director October 31, 2003
----------------------
Dickinson C. Ross
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Fremont General Corporation 1997 Stock Plan. (Incorporated by
reference to Exhibit 10.10 of the Registrant's Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 1997.)
5.1 Opinion of O'Melveny & Myers LLP with respect to the securities
being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 4).
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