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As filed with the Securities and Exchange Commission on July 11th, 2001
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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AMERICAN NATIONAL FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
California 33-0731548
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1111 E. Katella Avenue, Suite 220
Orange, California 92867
(Address of Principal Executive Offices) (Zip Code)
American National Financial, Inc. 401(k) Profit Sharing Plan
(Full title of the Plan)
Susan E. Bow, Corporate Secretary
4050 Calle Real, Suite 220
Santa Barbara, CA 93110
(Name and address of agent for service)
(714) 289-4300
(Telephone Number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Offering Price Per Aggregate Offering Registration Fee
Registered (1) Unit (2) Price
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Common Stock, no par value 1,000,000 $5.08 $5,080,000 $1,270
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (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) Estimated for the sole purpose of computing the registration fee. Pursuant
to Rules 457(c) and 457 (h) under the Securities Act, the proposed maximum
offering price per unit is calculated as the average of the high and low
prices, reported by the Nasdaq National Market System, of the common stock
of the registrant as of July 3, 2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information*
ITEM 2. Registrant Information and Employee Plan Annual Information*
*The document(s) containing the employee benefit plan information required by
ITEM 1 of Form S-8 and the statement of availability of information regarding
American National Financial, Inc. (the "Company") and any other information
required by ITEM 2 of Form S-8 will be sent or given to employees as specified
by Rule 428 under the Securities Act of 1933, as amended (the "Securities Act").
In accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act. The
Company shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Company shall furnish to the
Securities and Exchange Commission (the "Commission") or its staff a copy or
copies of all of the documents included in such file.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Certain Documents by Reference
The following documents previously filed by American National Financial,
Inc. (the "Company") with the Commission are hereby incorporated by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2000;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2001; and
(c) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-1, filed with the Commission on August 27,
1998.
All documents filed by the Company pursuant to Section 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
which indicate that all securities offered have been sold or which
deregister 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 document (each such
document, an "Incorporated Document"). Any statement contained herein or
in an Incorporated Document deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof
to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
hereof.
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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
Section 317 of the California General Corporation Law provides, in
substance, that California corporations shall have the power, under certain
circumstances, to indemnify directors, officers, employees and other agents of
the corporation in connection with any threatened, pending or completed action
or proceeding by reason of the fact that the person is or was an agent of the
corporation, against expenses, judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with the proceeding if that
person acted in good faith and in a manner the person reasonably believed to be
in the best interests of the corporation. The California General Corporation Law
also provides that the Company may purchase insurance on behalf of any such
director, officer, employee or agent.
Article IV of the Company's Amended and Restated Articles of Incorporation
(incorporated herein by reference to Exhibit 3.1 to this Registration Statement)
provides that the Company may indemnify its directors and officers for monetary
damages to the full extent permitted by the laws of the State of California.
Article V, Section Seven of the Company's Bylaws provides that the Company shall
indemnify its directors, officers, employees and other agents against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
by having been made or having been threatened to be made a party to a proceeding
to the fullest extent permissible under the California Corporations Code. The
Company also maintains an insurance policy pursuant to which its directors and
officers are insured against certain liabilities which might arise out of their
relationship with the Company as directors and officers.
Article V of the Company's Amended and Restated Articles of Incorporation
(incorporated herein by reference to Exhibit 3.1 to this Registration Statement)
provides that the Company is authorized to provide indemnification of its
directors, officers, employees and other agents through its bylaws, agreements
with agents, approval of shareholders or disinterested directors or
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otherwise in excess of the indemnification otherwise permitted in the California
Corporations Code, subject to applicable limitations provided for within Section
204 of the California Corporations Code in respect to actions for breach of duty
to the Corporation and its shareholders.
ITEM 7. Exemption from Registration Claimed
Not applicable.
ITEM 8. Exhibits
The Company has previously submitted the American National Financial, Inc.
401(k) Profit Sharing Plan (the "Plan") to the Internal Revenue Service (the
"IRS") in a timely manner and has made all changes required by the IRS to
qualify the Plan, and the Company hereby undertakes to continue to submit the
Plan and each amendment thereto to the IRS in a timely manner and will make all
changes required to qualify the Plan.
3.1 Certificate of Amended and Restated Articles of Incorporation of American
National Financial, Inc. (incorporated by reference to Exhibit 3.1 to
Company's Form S-1 dated August 27, 1998).
3.2 Bylaws of American National Financial, Inc. (incorporated by reference to
Exhibit 3.2 to Company's Form S-1 dated August 27, 1998).
4.1 Form of Stock Certificate of Company's Common Stock (incorporated by
reference to Exhibit 4.1 to Form S-1/A dated January 26, 1999).
4.2 American National Financial, Inc. 401(k) Profit Sharing Plan.
5 Opinion and Consent of Susan E. Bow, Corporate Secretary of the Company, as
to the legality of securities being registered.
23.1 Consent of KPMG, LLP, Independent Auditors.
ITEM 9. Undertakings
The Company hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the registration statement:
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(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the 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 the 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) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) 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.
Provided, however, that paragraphs (a)(I)(i) and (a)(I)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in such post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference 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.
(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
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where
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applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Registrant. 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 Orange, State of California, on the 6th day of
July, 2001.
AMERICAN NATIONAL FINANCIAL, INC.
By: /s/ Michael C. Lowther
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Michael C. Lowther
Chairman and Chief Executive
Officer
Signatures Title Date
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/s/ Michael C. Lowther Chairman of the Board July 6th, 2001
------------------------------ of Directors and Chief
Michael C. Lowther Executive Officer
/s/ Wayne D. Diaz President and Director July 6th, 2001
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Wayne D. Diaz
/s/ William P. Foley, II Director July 6th, 2001
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William P. Foley, II
/s/ Carl A. Strunk Chief Financial Officer
------------------------------ and Director July 6th, 2001
Carl A. Strunk
/s/ Barbara A. Ferguson Executive Vice President
------------------------------ and Director July 6th, 2001
Barbara A. Ferguson
/s/ Bruce Elieff Director July 6th, 2001
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Bruce Elieff
/s/ Matthew K. Fong Director July 6th, 2001
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Matthew K. Fong
/s/ Bruce L. Nelson Director July 6th, 2001
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Bruce L. Nelson
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustee of the American National Financial, Inc. 401(k) Profit Sharing Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Orange, State of
California on the 6th day of July, 2001.
AMERICAN NATIONAL FINANCIAL, INC.
401(k) PROFIT SHARING PLAN
By: /s/ Carl A. Strunk
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Trustee of American National
Financial, Inc. 401(k) Profit
Sharing Plan
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EXHIBIT INDEX
Exhibit
Number Description
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4.2 American National Financial, Inc. 401(k) Profit Sharing Plan.
5 Opinion and Consent of Susan E. Bow, Corporate Secretary of the
Company, as to the legality of securities being registered.
23.1 Consent of KPMG, LLP, Independent Auditors.