As filed with the Securities and Exchange Commission on February , 2002
Registration No. 333-50962
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FINANCIAL FEDERAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Nevada 88-0244792
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
733 Third Avenue 10017
New York, New York (Zip Code)
(Address of Principal Executive
Offices)
Financial Federal Corporation Amended and Restated 1998 Stock
Option/Restricted Stock Plan
(Full title of the plan)
Troy H. Geisser
Senior Vice President and Secretary
733 Third Avenue
New York, New York 10017
(Name and address of agent for service)
(212) 599-8000
(Telephone number, including area code, of agent for service)
Copies to:
Jonathan M. Ocker, Esq.
Orrick, Herrington & Sutcliffe LLP
400 Sansome Street
San Francisco, CA 94111
Telephone: (415) 392-1122
This Amendment to the Registration Statement shall also cover any
additional shares of Common Stock which become issuable under the
Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without
the Registrant's receipt of consideration which results in an
increase in the number of the Registrant's outstanding shares of
Common Stock.
INTRODUCTORY STATEMENT
Financial Federal Corporation. (the "Registrant") hereby files
this Amendment to the Registration Statement on Form S-8, file
number 333-50962, previously filed on November 30, 2000, relating
to its Common Stock, par value $0.50 per share, which may be sold
upon the exercise of options granted and/or the grant or sale of
shares under the Registrant's Amended and Restated 1998 Stock
Option/Restricted Stock Plan (formerly called the 1998 Stock
Option Plan) (the "Plan"). The Plan, which previously only
permitted the grant of stock options, was amended and restated
on January 17, 2002 to provide for the direct award and/or sale
of shares in addition to the grant of stock options.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following information filed with the Securities and
Exchange Commission (the "Commission") is incorporated herein by
reference:
1. The Registrant's Annual Report on Form 10-K for the
fiscal year ended July 31, 2001.
2. The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended October 31, 2001.
3. The description of the common stock contained in the
Registrant's prospectus filed with the Commission on
July 17, 1998 pursuant to Rule 424(b)(3) under the
Securities Act of 1933, as amended (the "Securities
Act") including any subsequent amendment or report
filed for the purpose of updating such information.
In addition, all documents filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this registration statement and
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 into this registration statement
and to be part hereof from the date of filing of such documents
with the Commission. Any statement contained in a document
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 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.
Not applicable; the class of securities to be offered
is registered under Section 12 of the Exchange Act.
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Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the shares of common stock
registered under this registration statement has been passed upon
for Financial Federal Corporation by Orrick, Herrington &
Sutcliffe LLP. Lawrence B. Fisher, a director of the Company, is
a partner of the law firm of Orrick, Herrington & Sutcliffe LLP,
which has been retained by the Company in connection with certain
legal matters. Mr. Fisher owns 2,500 shares of common stock of
the Company.
Item 6. Indemnification of Directors and Officers.
Section 78.7502 of the Nevada General Corporation Law
permits a corporation to provide discretionary indemnification to
any person against any threatened, pending or completed action,
suit or proceeding, except an action by or in the right of the
corporation, by reason of the fact that such person is or was a
director, officer, employee or agent, or is or was serving at the
request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses, including attorney's fees,
judgments, fines and amounts paid in settlements, if such
indemnified person acted in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such
person's conduct was unlawful.
With respect to any threatened, pending or completed action
or suit by or in the right of the corporation, Section 78.7502
also permits a corporation to provide discretionary
indemnification if such indemnified person acted in good faith
and in a manner which such person reasonably believed to be in or
not opposed to the best interests of the corporation; provided,
however, that indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to the corporation or for amounts paid in
settlement to the corporation, unless and only to the extent that
the court in which the action or suit was brought or other court
of competent jurisdiction determines otherwise in light of all
the circumstances.
Section 78.7502 provides for mandatory indemnification
against expenses, including attorney's fees, actually and
reasonably incurred by such indemnified person in connection with
the defense, to the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in the preceding two paragraphs, or in defense of any claim,
issue or matter therein.
Section 78.751 of the Nevada General Corporation Law permits
a corporation to include in its articles of incorporation,
bylaws, and/or agreements between the corporation and its
directors, officers, employees or agents provisions expanding the
scope of indemnification beyond that specifically provided by
current law, except that unless ordered by a court or for the
advancement of certain expenses, indemnification may not be made
to or on behalf of any director or officer if a final
adjudication establishes that such person's acts or omissions
involved intentional misconduct, fraud or a knowing violation of
the law and was material to the cause of action. Section 78.752
of the Nevada General Corporation Law permits a corporation to
purchase and maintain insurance or make other financial
arrangements of behalf of any such indemnified persons.
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The Ninth and Tenth Articles of Financial Federal
Corporation's Restated Articles of Incorporation provides for the
indemnification of directors and officers to the fullest extent
permitted by the General Corporation Law of Nevada.
Article V, Section 5 of Financial Federal Corporation's
Bylaws provides that the Company shall indemnify to the full
extent authorized by law any person made or threatened to be made
a party to an action, suit or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact
that such person or such person's testator or intestate is or was
a director, officer, employee or agent of Financial Federal
Corporation or is or was serving, at the request of the Company,
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.
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 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, 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 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 Securities Act and
will be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed as part of this registration
statement are as follows:
Exhibit Description
No.
4.1 Form of Common Stock Certificate. (1)
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Eisner & Lubin LLP.
23.3 Consent of Orrick, Herrington & Sutcliffe
LLP (included in Exhibit 5.1).
99.1 Financial Federal Corporation Amended and
Restated 1998 Stock Option/Restricted
Stock Plan.
3
(1) Previously filed with the Securities and Exchange Commission
on July 7, 1998 as exhibit 4.4 to the Registrant's
Registration Statement on Form S-3 (Registration No. 333-
56651).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
A. (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 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 20
percent 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 the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (A) (1) (i) and (A) (1) (ii)
do not apply if the information required to be included in a 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 this 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 (and, where applicable,
each filing of an employee benefit plan's annual report
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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 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, 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 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 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 an
amendment 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 New York, State of New
York, on this 15th day of February, 2002.
Financial Federal Corporation
(Registrant)
By: /s/ Paul R. Sinsheimer
---------------------------
Paul R. Sinsheimer
Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933,
this amendment to the registration statement has been signed by
the following persons in the capacities and on the date
indicated.
Signature Title Date
/s/ Lawrence B. Fisher Director February 15, 2002
-------------------------
LAWRENCE B. FISHER
/s/ William C. Macmillen, Jr. Director February 15, 2002
-------------------------
WILLIAM C. MACMILLEN, JR.
/s/ Thomas F. Robards Director February 15, 2002
-------------------------
THOMAS F. ROBARDS
/s/ H.E. Timanus, Jr. Director February 15, 2002
-------------------------
H.E. TIMANUS, JR.
/s/ Stephen D. Weinroth Director February 15, 2002
-------------------------
STEPHEN D. WEINROTH
/s/ Paul R. Sinsheimer Chief Executive Officer, February 15, 2002
------------------------- President and Director
PAUL R. SINSHEIMER (Principal Executive
Officer)
/s/ Michael C. Palitz Executive Vice President February 15, 2002
------------------------- and Director
MICHAEL C. PALITZ
/s/ Steven F. Groth Senior Vice President and February 15, 2002
------------------------- Chief Financial Officer
STEVEN F. GROTH (Principal Financial
Officer)
/s/ David Hamm Vice President and February 15, 2002
------------------------- Controller (Principal
DAVID H. HAMM Accounting Officer)
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EXHIBIT INDEX
Exhibit Description
No.
4.1 Form of Common Stock Certificate. (1)
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Eisner & Lubin LLP.
23.3 Consent of Orrick, Herrington & Sutcliffe
LLP (included in Exhibit 5.1).
99.1 Financial Federal Corporation Amended and
Restated 1998 Stock Option/Restricted Stock
Plan.
(1) Previously filed with the Securities and Exchange Commission
on July 7, 1998 as Exhibit 4.4 to the Registrant's
Registration Statement on Form S-3 (Registration No. 333-56651).
7