AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 2001
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CONSUMER PORTFOLIO SERVICES, INC.
(Exact name of registrant as specified in its charter)
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California 33-0459135
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16355 LAGUNA CANYON ROAD
IRVINE, CALIFORNIA 92618
(949) 753-6800
(Address of principal executive offices)
CONSUMER PORTFOLIO SERVICES, INC.
1997 LONG-TERM INCENTIVE STOCK PLAN
(Full title of the plan)
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CHARLES E. BRADLEY, JR.
President
Consumer Portfolio Services, Inc.
16355 Laguna Canyon Road
Irvine, California 92618
(949) 753-6800
(Name and address of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of each class of securities Amount to be offering price per Proposed maximum Amount of
to be registered registered security(1) aggregate offering registration fee
price(1)
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Common Stock, no par value 1,602,667 shares $1.85000 (2) $2,964,934 (2) $708.62
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Common Stock, no par value 169,333 shares $ 1.75000 (3) $296,333 (3) $70.82
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Common Stock, no par value 18,000 shares $ 1.81250 (3) $32,625 (3) $7.80
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Common Stock, no par value 24,000 shares $1.68750 (3) $ 40,500 (3) $9.68
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Common Stock, no par value 10,000 shares $1.62500 (3) $ 16,250 (3) $3.88
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Common Stock, no par value 32,000 shares $1.56250 (3) $ 50,000 (3) $11.95
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Common Stock, no par value 38,000 shares $1.87500 (3) $71,250 (3) $17.03
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Common Stock, no par value 6,000 shares $1.80000 (3) $10,800 (3) $2.58
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Total 1,900,000 shares -- $3,482,692 $832.36
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) The proposed maximum offering price is computed, pursuant to subdivisions
(h) and (c) of Rule 457, based on the average of high and low prices for
such common stock as reported by Nasdaq on December 13, 2001.
(3) Fixed exercise price of options granted under the plan with respect to the
number of shares shown.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by
reference in this registration statement. All documents subsequently filed by
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 ("Exchange Act"), 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 in the registration statement and to be part thereof
from the date of filing of such documents.
(a) The registrant's annual report on Form 10-K for the year ended
December 31, 2000, as filed March 30, 2001, and the information contained in
Part III of the registrant's annual report on Form 10-K for the year ended
December 31, 2000.
(b) Any reports filed by the registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 2000.
(c) The description of the registrant's common stock contained in
registrant's registration statement filed under the Exchange Act on October 21,
1992, including amendments thereto filed December 6, 1995, March 25, 1997 and
April 27, 2000 for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Mark Creatura, general counsel of the registrant, who has passed upon
the legality of the shares of common stock, no par value, registered hereby, is
a full-time employee of the registrant, and is a participant in the Consumer
Portfolio Services, Inc. 1997 Long-Term Incentive Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under California law, a California corporation may eliminate or limit
the personal liability of a director to the corporation for monetary damages for
breach of the director's duty of care as a director, provided that the breach
does not involve certain enumerated actions, including, among other things,
intentional misconduct or knowing and culpable violation of the law, acts or
omissions which the director believes to be contrary to the best interests of
the corporation or its shareholders or which reflect an absence of good faith on
the director's part, the unlawful purchase or redemption of stock, payment of
unlawful dividends, and receipt of improper personal benefits. The registrant's
Board of Directors believes that such provisions have become commonplace among
major corporations and are beneficial in attracting and retaining qualified
directors, and the registrant's Articles of Incorporation include such
provisions.
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The registrant's Articles of Incorporation and Bylaws also impose a
mandatory obligation upon the registrant to indemnify any director or officer to
the fullest extent authorized or permitted by law (as now or hereinafter in
effect), including under circumstances in which indemnification would otherwise
be at the discretion of the registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
The following exhibits are filed:
Exhibit No. Description of Exhibit
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4.1 Consumer Portfolio Services, Inc. 1997 Long-Term
Incentive Stock Plan (as amended).
5.1 Opinion of counsel re legality of securities offered.
23.1 Consent of KPMG LLP.
23.2 Consent of counsel (contained in Exhibit 5.1).
ITEM 9. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
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 hereunder, the registrant
will, unless in the opinion of its counsel the matter has already 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 of 1933, as amended, and will be governed by the
final adjudication of such issue.
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 (other than as provided
in the proviso and instructions to Item 512(a) of Regulation S-K) (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the
"Securities Act"); (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 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;
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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 that are filed with or furnished to
the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange
Act and are incorporated by reference in the 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.
(4) 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 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.
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 20, 2001.
CONSUMER PORTFOLIO SERVICES, INC.
By: /s/ CHARLES E. BRADLEY, JR.
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Charles E. Bradley, Jr., President
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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.
Signature Title Date
/s/ CHARLES E. BRADLEY, JR. President, Director, and Chief Executive December 20, 2001
Charles E. Bradley, Jr. Officer (Principal Executive Officer)
/s/ DAVID KENNEALLY Senior Vice President and Chief December 20, 2001
David Kenneally Financial Officer (Principal
Financial Officer)
/s/ THOMAS L. CHRYSTIE Director December 20, 2001
Thomas L. Chrystie
Director
John E. McConnaughy, Jr.
/s/ JOHN G. POOLE Director December 20, 2001
John G. Poole
/s/ WILLIAM B. ROBERTS Director December 20, 2001
William B. Roberts
/s/ ROBERT A. SIMMS Director December 20, 2001
Robert A. Simms
/s/ DANIEL S. WOOD Director December 20, 2001
Daniel S. Wood
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