As filed with the Securities and Exchange Commission on May 18, 2006
Registration No. __________________
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UNITED STATES
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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FREMONT GENERAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Nevada 95-2815260
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2425 Olympic Boulevard, 3rd Floor
Santa Monica, California 90404
(Address, Including Zip Code, of Principal Executive Offices)
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FREMONT GENERAL CORPORATION
2006 PERFORMANCE INCENTIVE PLAN
(Full Title of the Plan)
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Alan W. Faigin
Secretary and General Counsel
Fremont General Corporation
2425 Olympic Blvd., 3rd Floor
Santa Monica, California 90404
(310) 315-5500
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
COPY TO:
Richard A. Boehmer, Esq.
O'Melveny & Myers LLP
400 S. Hope Street
Los Angeles, California 90071
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount Of
Securities To Be Price Offering Registration
To Be Registered Registered Per Share Price Fee
------------------- --------------- ------------ -------------------- ---------------
Common Stock,
$1.00 par value 8,826,035 (1) $ 21.31 (2) $188,082,805.90 (2) $20,124.86 (2)
per share shares
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(1) This Registration Statement covers, in addition to the number of shares of
Fremont General Corporation, a Nevada 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 2006 Performance Incentive Plan (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.
(2) Pursuant to Securities Act Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were calculated based
upon the average of the high and low prices of the Common Stock on
May 15, 2006, as quoted on the New York Stock Exchange.
The Exhibit Index for this Registration Statement is at page 8.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Securities Act Rule
428(b)(1).
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for its fiscal year ended
December 31, 2005, filed with the Commission on March 16, 2006
(Commission File No. 001-08007);
(b) The Company's Quarterly Report on Form 10-Q for its fiscal quarter
ended March 31, 2006, filed with the Commission on May 10, 2006
(Commission File No. 001-08007);
(c) The Company's Current Report on Form 8-K, filed with the Commission on
March 3, 2006 (Commission File No. 001-08007); and
(d) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission on March
17, 1993 (Commission File No. 001-08007), and any other amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents; provided, however, that documents or information
deemed to have been furnished and not filed in accordance with Commission rules
shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained herein or in a document, all or a portion of which is
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 or 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 amended, to constitute
a part of this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Restated Certificate of Incorporation limits the monetary
liability of its directors to the Company 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 Company's Bylaws, the Company 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 Company includes
any person (i) who is or was a director or officer of the Company, (ii) who is
or was serving at the request of the Company 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 Company or of another enterprise at the request of such predecessor
corporation.
The Company 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 Company shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Company 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 Company 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
See the attached Exhibit Index at page 8, which is incorporated herein by
reference.
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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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act:
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this 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) under the Securities
Act 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.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 this 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.
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(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, executive officers and controlling persons of
the Registrant pursuant to the provisions described in Item 6 above, 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
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 and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities 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 Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Monica, State of California, on May 18th,
2006.
FREMONT GENERAL CORPORATION
By: /s/ LOUIS J. RAMPINO
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Louis J. Rampino
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J.
Rampino, Wayne R. Bailey and Patrick E. Lamb, and each of them, acting
individually and without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place, and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments, exhibits thereto and other documents in connection therewith) to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the 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 and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them individually, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
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/s/ JAMES A. McINTYRE Chairman of the Board May 18, 2006
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James A. McIntyre
/s/ LOUIS J. RAMPINO President, Chief Executive Officer May 18, 2006
------------------------ and Director
Louis J. Rampino (Principal Executive Officer)
/s/ WAYNE R. BAILEY Executive Vice President, Chief May 18, 2006
------------------------ Operating Officer and Director
Wayne R. Bailey
SIGNATURE TITLE DATE
------------------------ ---------------------------------- ------------
/s/ PATRICK E. LAMB Senior Vice President, Treasurer May 18, 2006
------------------------ and Chief Financial Officer
Patrick E. Lamb (Principal Financial and
Accounting Officer)
/s/ THOMAS W. HAYES Director May 18, 2006
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Thomas W. Hayes
/s/ ROBERT F. LEWIS Director May 18, 2006
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Robert F. Lewis
/s/ RUSSELL K. MAYERFELD Director May 18, 2006
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Russell K. Mayerfeld
/s/ DICKINSON C. ROSS Director May 18, 2006
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Dickinson C. Ross
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4.1 Fremont General Corporation 2006 Performance Incentive Plan.
(Filed as Exhibit I to the Company's Proxy Statement filed
with the Commission pursuant to Section 14(a) of the Exchange
Act on April 13, 2006 (Commission File No. 001-08007) and
incorporated herein by this reference)
4.2 Form of Restricted Stock Award Agreement
4.3 Form of Nonqualified Stock Option Agreement
5 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 (included in Exhibit 5)
24 Power of Attorney (included in this Registration Statement
under "Signatures")