As filed with the Securities and Exchange Commission on October 12, 2005
Registration No.
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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)
2425 OLYMPIC BLVD., 3RD FLOOR
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
2425 OLYMPIC BLVD., 3RD FLOOR
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 ..... 949,821 shares (1) $ 20.59 (2) $ 19,556,814.39 (2) $ 2,301.84
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(1) This Registration Statement covers, in addition to the number of shares of
Fremont General Corporation (the "Company" or the "Registrant"), common
stock, par value $1.00 per share (the "Common Stock"), stated above,
options and other rights to purchase or acquire the shares of Common Stock
covered by this Registration Statement and, pursuant to Rule 416(c) under
the Securities Act of 1933, as amended (the "Securities Act"), an
additional indeterminate number of shares, options and rights that may be
offered or issued pursuant to the Fremont General Corporation 1997 Stock
Plan, as amended (the "Plan"), as a result of one or more adjustments under
the Plan to prevent dilution resulting from one or more stock splits, stock
dividends or similar transactions. The number of shares of Common Stock
covered by this Registration Statement represents additional shares that
have been added to the shares available for issuance under the Plan, in
accordance with its automatic annual share replenishment provision.
(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 11, 2005.
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EXPLANATORY NOTE
This Registration Statement is filed by the Company to register additional
securities issuable pursuant to the Plan and consists of only those items
required by General Instruction E to Form S-8.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities Act Rule 428(b)(1). Such documents need not be filed
with the Securities and Exchange Commission (the "Commission"), either as part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Securities Act Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Fremont General Corporation (the "Registrant") has filed with the
Commission the following registration statements with respect to the Plan, the
contents of which are incorporated herein by reference:
1. The Registrant's Registration Statement on Form S-8 filed with the
Commission on October 17, 1997 (Registration No. 333-38141).
2. The Registrant's Registration Statement on Form S-8 filed with the
Commission on July 29, 1998 (Registration No. 333-60109).
3. The Registrant's Registration Statement on Form S-8 filed with the
Commission on September 24, 1999 (Registration No. 333-87777).
4. The Registrant's Registration Statement on Form S-8 filed with the
Commission on July 7, 2000 (Registration No. 333-40978).
5. The Registrant's Registration Statement on Form S-8 filed with the
Commission on August 17, 2001 (Registration No. 333-67788).
6. The Registrant's Registration Statement on Form S-8 filed with the
Commission on August 21, 2002 (Registration No. 333-98491).
7. The Registrant's Registration Statement on Form S-8 filed with the
Commission on November 4, 2003 (Registration No. 333-110217).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 8. EXHIBITS.
EXHIBIT DESCRIPTION
NUMBER
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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.)
4.2 Amendment to the Fremont General Corporation 1997 Stock Plan
(Incorporated by reference to Exhibit 10.8(b) of the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
2004.)
5.1 Opinion of O'Melveny & Myers LLP with respect to the securities
being registered.
23.1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 4).
-3-
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 12th day
of October 2005.
FREMONT GENERAL CORPORATION
By: /S/ LOUIS J. RAMPINO
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Name: Louis J. Rampino
Title: President and Chief Executive
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 12, 2005
------------------------
James A. McIntyre
/S/ LOUIS J. RAMPINO President, Chief Executive October 12, 2005
------------------------- Officer and Director
Louis J. Rampino (Principal Executive Officer)
/S/ WAYNE R. BAILEY Executive Vice President and October 12, 2005
------------------------- Chief Operating Officer and
Wayne R. Bailey Director
/S/ PATRICK E. LAMB Senior Vice President. October 12, 2005
------------------------- Treasurer and Chief Financial
Patrick E. Lamb Officer (Principal Accounting
Officer)
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/S/ THOMAS W. HAYES Director October 12, 2005
-------------------------
Thomas W. Hayes
/S/ ROBERT R. LEWIS Director October 12, 2005
-------------------------
Robert F. Lewis
/S/ RUSSELL K. MAYERFELD Director October 12, 2005
-------------------------
Russell K. Mayerfeld
/S DICKINSON C. ROSS Director October 12, 2005
-------------------------
Dickinson C. Ross
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
NUMBER
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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.)
4.2 Amendment to the Fremont General Corporation 1997 Stock Plan
(Incorporated by reference to Exhibit 10.8(b) of the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
2004.)
5.1 Opinion of O'Melveny & Myers LLP with respect to the securities
being registered.
23.1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 4).