United Pan AM Financial Corp - Securities Registration: Employee Benefit Plan (S-8)
18 Diciembre 2007 - 4:07PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on December 18,
2007
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
_____________
UNITED
PANAM FINANCIAL CORP.
(Exact
name of Registrant as specified in its charter)
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California
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95-3211687
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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18191
Von Karman Avenue, Suite 300
Irvine,
CA 92612
(Address
of Registrant’s Principal Executive Offices)
________________
Amended
and Restated 1997 Employee Stock Incentive Plan
(Full
title of the Plan)
________________
Ray
C. Thousand
Chief
Executive Officer
United
PanAm Financial Corp.
18191
Von Karman Avenue, Suite 300
Irvine,
CA 92612
(949)
224-1917
(Name,
address and telephone number of agent for service)
________________
Copy
to:
John
C. Grosvenor, Esq.
Manatt,
Phelps & Phillips, LLP
695
Town Center Drive, 14th Floor
Costa
Mesa, CA 92626
(714)
371-2500
________________
CALCULATION
OF REGISTRATION FEE
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Title
of Each Class of Securities to
Be
Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum Offering Price Per
Share
(2)
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Proposed
Maximum
Aggregate
Offering
Price
(2)
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Amount
of Registration Fee
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Common
Stock
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750,000
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$5.29
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$3,967,500
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$121.81
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement also covers an indeterminate number
of
additional shares which may be offered or issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
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(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant
to
Rule 457(c) and Rule 457(h) under the Securities Act, based on the
average
of the high and low prices of the Registrant’s common stock on December
13, 2007 as reported on the Nasdaq Global
Market.
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EXPLANATORY
NOTE
The
United PanAm Financial Corp. Amended and Restated 1997 Employee Stock Incentive
Plan, as amended (the “Plan”), authorizes the issuance of an aggregate of
8,500,000 shares of the Registrant’s common stock. The Registrant has previously
registered 7,750,000 shares of its common stock issuable under the Plan by
a (i)
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the “Commission”) on November 10, 1998, Registration No. 333-67049,
registering 2,287,500 shares, (ii) Registration Statement on Form S-8 filed
with
the Commission on November 12, 2002, Registration No. 333-101151, registering
4,712,500 shares, and (iii) Registration Statement on Form S-8 filed with the
Commission on November 9, 2005, Registration No. 333-129613, registering 750,000
shares (collectively, the “Prior Registration Statements”). Under this
Registration Statement, in accordance with General Instruction E of Form S-8,
the Registrant is registering an additional 750,000 shares of its common stock
issuable under the Plan. The contents of the Prior Registration Statements
are
incorporated by reference herein to the extent not modified or superseded hereby
or by any subsequently filed documents that are incorporated by reference herein
or therein.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed by the Registrant with the Commission are incorporated
in this Registration Statement by reference:
(a)
The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31,
2006, filed on March 2, 2007, as amended on April 30, 2007;
(b)
The
Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2007, June 30, 2007 and September 30, 2007, filed on May 2, 2007,
August 8, 2007 and November 8, 2007 respectively;
(c)
The
Registrant’s Current Reports on Form 8-K, filed on August 3, 2007 and December
10, 2007;
(d)
The
Registrant’s Definitive Proxy Statement, filed on May 31, 2007; and
(e)
The
description of the class of securities offered hereby which is contained in
the
Registrant’s Registration Statement on Form 8-A, filed on April 20, 1998,
setting forth a description of the Registrant’s common stock filed under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any
amendment or report filed to update such description.
All
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of 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 in this Registration Statement and to be part hereof
from the date of the filing of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated
by
reference herein shall be deemed to be modified or superseded for the 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
8. Exhibits.
The
following documents are filed as exhibits to this Registration
Statement.
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Exhibit
No.
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Description
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4.1
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Second
Amended and Restated Registration Rights Agreement dated July 26,
2005 by
and among United PanAm Financial Corp., BVG West Corp., and Pan American
Financial, L.P. (1)
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4.2
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United
PanAm Financial Corp. Amended and Restated 1997 Employee Stock Incentive
Plan, as amended
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5.1
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Opinion
of Manatt, Phelps & Phillips, LLP
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23.1
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Consent
of Grobstein, Horwath & Company LLP
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23.2
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Consent
of Manatt, Phelps & Phillips, LLP (included in Exhibit
5.1)
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24.1
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A
power of attorney is set forth on the signature page of the Registration
Statement
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(1)
Previously
filed as an exhibit to our Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on July 29, 2005, and incorporated herein
by
this reference.
Item
9.
Undertakings.
(a)
The
undersigned hereby undertakes:
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(1)
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to
file, during any period in which offers or sales are being made,
a
post-effective amendment to this Registration
Statement:
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(i)
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to
include any prospectus required by Section 10(a)(3) of the Securities
Act;
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(ii)
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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 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
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(iii)
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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;
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provided,
however
,
that
clauses (a)(1)(i) and (a)(1)(ii) shall not apply if the information required
to
be included in a post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d)
of the Exchange Act that are incorporated by reference into this Registration
Statement;
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(2)
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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; and
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(3)
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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.
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(b)
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The
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 Section 15(d) of the Exchange
Act that
is incorporated by reference into 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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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act
may be
permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6,
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 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
Irvine, State of California, on December 18, 2007.
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UNITED
PANAM FINANCIAL CORP.
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By:
/s/
Ray C. Thousand
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Ray
C. Thousand
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President
and Chief Executive Officer
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POWER
OF ATTORNEY
Each
person whose signature appears below appoints Ray C. Thousand and Arash A.
Khazei, and each of them acting individually, 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 to this Registration
Statement, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to
do
and perform each and every act and thing requisite and necessary to be done,
as
fully to all intents and purposes as he or she might or would do in person,
hereby ratifying and confirming all that said attorneys-in fact and agents
or
any of them or their or his or her substitute and substitutes, may lawfully
do
or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
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Signature
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Title
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Date
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Guillermo
Bron
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Chairman
of the Board
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December
18, 2007
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Ray
C. Thousand
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Chief
Executive Officer,
President
and Director
(Principal
Executive Officer)
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December
18, 2007
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Arash
A. Khazei
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Executive
Vice President
and
Chief Financial Officer
(Principal
Financial and
Accounting
Officer)
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December
18, 2007
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Giles
H. Bateman
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Lead
Director
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December
18, 2007
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Mitchell
G. Lynn
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Director
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December
18, 2007
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Luis
Maizel
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Director
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December
18, 2007
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Julie
Sullivan
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Director
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December
18, 2007
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