-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MV5dn/t4q6Oymc2oGym6UQnDrPheaVOKvc8FmWl/BLbfeOPieFAOaYCaeIv9sxzW LbSiF8i4o6BIc0a0wlD5Bw== 0001017062-97-001214.txt : 19970626 0001017062-97-001214.hdr.sgml : 19970626 ACCESSION NUMBER: 0001017062-97-001214 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 8 333-28035 FILED AS OF DATE: 19970624 EFFECTIVENESS DATE: 19970624 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFE FINANCIAL CORP CENTRAL INDEX KEY: 0001028918 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-29957 FILM NUMBER: 97629177 BUSINESS ADDRESS: STREET 1: 4115 TIGRIS WAY CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 9098869751 MAIL ADDRESS: STREET 1: 1598 EAST HIGHLAND AVENUE CITY: SAN BERNADINO STATE: CA ZIP: 92404 S-1MEF 1 FORM S-1MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1997 REGISTRATION NO. 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- LIFE FINANCIAL CORP. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CERTIFICATE OF INCORPORATION) ---------------- DELAWARE 6035 APPLIED FOR (STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) CODE NUMBER) IDENTIFICATION NO.)
4115 TIGRIS WAY RIVERSIDE, CALIFORNIA 92503 (800) 448-2265 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ---------------- DANIEL L. PERL PRESIDENT AND CHIEF EXECUTIVE OFFICER LIFE FINANCIAL CORP. 4115 TIGRIS WAY RIVERSIDE, CALIFORNIA 92503 (800) 448-2265 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: JOSEPH G. PASSAIC, JR., ESQUIRE ROGER M. COHEN, ESQUIRE MARY M. SJOQUIST, ESQUIRE ETHAN D. FEFFER, ESQUIRE GEOFFREY W. RYAN, ESQUIRE BROBECK PHLEGER & HARRISON LLP MULDOON, MURPHY & FAUCETTE 4675 MACARTHUR COURT, SUITE 1000 5101 WISCONSIN AVENUE, N.W. NEWPORT BEACH, CALIFORNIA 92660 WASHINGTON, D.C. 20016 (714) 752-7532 (202) 362-0840 ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-28035 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE - ------------------------------------------------------------------------------ Common Stock $.01 par value................. 460,000 Shares $12.00 $5,520,000 $1,673
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c). - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- INCORPORATION BY REFERENCE OF REGISTRATION ON FORM S-1, FILE NO. 333-28035 This Registration Statement on Form S-1 is being filed by Life Financial Corp. (the "Registrant") pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. The Registrant hereby incorporates by reference into this Registration Statement the contents of the Registrant's Registration Statement on Form S-1 (File No. 333-28035) declared effective on June 24, 1997 by the Securities and Exchange Commission (the "Commission") including each of the documents filed or deemed included by the Registrant with the Commission therein. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on June 24, 1997. LIFE FINANCIAL CORP. By /s/ Daniel L. Perl ------------------------------------- Daniel L. Perl President, Chief Executive Officer and Director 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.
NAME TITLE DATE ---- ----- ---- President, Chief Executive Officer and Director (principal /s/ Daniel L. Perl executive officer) June 24, 1997 - ------------------------------------- Daniel L. Perl Executive Vice President--Chief Financial Officer, Treasurer and Secretary (principal financial and /s/ L. Bruce Mills, Jr. accounting officer) June 24, 1997 - ------------------------------------- L. Bruce Mills, Jr. Chairman of the /s/ Ronald G. Skipper Board of Directors June 24, 1997 - ------------------------------------- Ronald G. Skipper /s/ Richard C. Caldwell Director June 24, 1997 - ------------------------------------- Richard C. Caldwell /s/ John D. Goddard Director June 24, 1997 - ------------------------------------- John D. Goddard /s/ Milton E. Johnson Director June 24, 1997 - ------------------------------------- Milton E. Johnson
II-1 EXHIBIT INDEX LIST OF EXHIBITS (FILED HEREWITH UNLESS OTHERWISE NOTED)
EXHIBIT NO. DESCRIPTION ------- ----------- 5.0 Opinion of Muldoon, Murphy & Faucette regarding legality of the securities to be registered 5.1 Opinion of Morris, Nichols, Arsht & Tunnell regarding certain matters of Delaware law 23.1 Consent of Grant Thornton LLP 23.2 Consent of Price Waterhouse LLP 23.3 Consent of Deloitte & Touche LLP 23.4 Consent of Muldoon, Murphy & Faucette 23.5 Consent of Morris, Nichols, Arsht & Tunnell
EX-5.0 2 OPINION OF MULDOON MURPHY RE LEGALITY OF SECURITIES EXHIBIT 5.0 [LETTERHEAD OF MULDOON, MURPHY & FAUCETTE] June 24, 1997 The Board of Directors Life Financial Corp. 4115 Tigris Way Riverside, California 92503 Re: The offering of up to 3,450,000 shares of Life Financial Corp. Common Stock Gentlemen: You have requested our opinion concerning certain matters of Delaware law in connection with the offering (the "Public Offering") by Life Financial Corp., a Delaware corporation (the "Company"), of up to 2,900,000 shares of its common stock, par value $.01 per share, ("Common Stock") (3,335,000 shares in the event that the underwriters' over-allotment option is exercised) in an initial public offering. In connection with your request for our opinion, you have provided us and we have reviewed the Company's certificate of incorporation filed with the Delaware Secretary of State on December 6, 1996 and amended on January 21, 1997 (the "Certificate of Incorporation"); the Company's Bylaws; the Company's Registration Statement on Form S-1, as filed with the Securities and Exchange Commission initially on May 29, 1997 (the "Registration Statement") and the Company's Registration Statement on Form S-1 filed pursuant to Rule 462 under the Securities Act of 1933, as amended, on June 24, 1997; resolutions of the Board of Directors of the Company (the "Board") concerning the organization of the Company, the Public Offering, the issuance of shares in the Public Offering and designation of the Pricing Committee, and the form of stock certificate approved by the Board to represent shares of common stock to be issued in the Public Offering. We have also been furnished a certificate of the Delaware Secretary of State certifying the Company's good standing as a Delaware corporation. Capitalized terms used but not defined herein shall have the meaning given them in the Certificate of Incorporation. In rendering this opinion, we have relied upon the opinion of Morris, Nichols, Arsht & Tunnell as to matters of Delaware law, upon which opinion we believe you are justified in relying. We have examined the opinion of Morris, Nichols, Arsht & Tunnell, which opinion is in form satisfactory to us. Based upon and subject to the foregoing, and limited in all respects to matters of Delaware law, it is our opinion that: 1. The Company has been duly organized and is validly existing in good standing as a corporation under the laws of the State of Delaware. 2. Upon the due adoption by the Pricing Committee or Board of Directors of a resolution fixing the number of shares of Common Stock to be sold in the Public Offering which number is in accordance with the terms set forth in the Prospectus, the Common Stock to be issued in the Public Offering will be duly authorized and, when such shares are sold and paid for in accordance with the terms set forth in the Prospectus and such resolution of the Pricing Committee or Board of Directors, and certificates representing such shares in the form provided to us are duly and properly issued, will be validly issued, fully paid and nonassessable. The following provisions of the Certificate of Incorporation may not be given effect by a court applying Delaware law, but in our opinion the failure to give effect to such provisions will not affect the duly authorized, validly issued, fully paid and nonassessable status of the Common Stock: 1. (a) Subsections C.3 and C.6 of Article FOURTH and Section D of Article EIGHTH, which grant the Board the authority to construe and apply the provisions of those Articles, subsection C.4 of Article FOURTH, to the extent that subsection obligates any person to provide to the Board the information such subsection authorizes the Board to demand, and the provision of Subsection C.7 of Article EIGHTH empowering the Board to determine the Fair Market Value of property offered or paid for the Company's stock by an Interested Stockholder, in each case to the extent, if any, that a court applying Delaware law were to impose equitable limitations upon the authority of the directors of the Company under such provisions; and (b) Article NINTH of the Certificate of Incorporation, which authorizes the Board to consider the effect of any offer to acquire the Company on constituencies other than stockholders in evaluating any such offer. We consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-1 and to the use of the name of our firm where it appears in the Registration Statement and in the Prospectus. Very truly yours, /s/ MULDOON, MURPHY & FAUCETTE MULDOON, MURPHY & FAUCETTE GWR/ssa EX-5.1 3 OPINION OF MORRIS NICHOLS RE: CERTAIN MATTERS EXHIBIT 5.1 [LETTERHEAD OF MORRIS, NICHOLS, ARSHT & TUNNELL] June 24, 1997 Muldoon, Murphy & Faucette 5101 Wisconsin Avenue, N.W. Washington, DC 20016 Ladies and Gentlemen: You have requested our opinion concerning certain matters of Delaware law in connection with the issuance and sale by Life Financial Corp., a Delaware corporation (the "Company"), of up to 2,900,000 shares of its common stock, par value $.01 per share ("Common Stock"), (3,335,000 shares in the event that the ------ ----- underwriters' over-allotment option is exercised) in an initial public offering (the "Public Offering"). ------ -------- In connection with your request for our opinion, you have provided to us, and we have reviewed, the Company's certificate of incorporation, as amended (the "Certificate of Incorporation"), its by-laws, the Company's Registration ----------- -- ------------- Statement on Form S-1 filed with the Securities and Exchange Commission in connection with the Public Offering (the "Registration Statement"), including ------------ --------- the prospectus constituting a part thereof (the "Prospectus"), a consent of the ---------- sole incorporator of the Company, resolutions of the Muldoon, Murphy & Faucette June 24, 1997 Page 2 Board of Directors of the Company (the "Board") concerning, inter alia, the ----- ----- ---- organization of the Company, the Public Offering, the issuance of shares of Common Stock in the Public Offering and the designation of a Pricing Committee of the Board (the "Pricing Committee"), and the form of stock certificate ------- --------- approved by the Board to represent shares of Common Stock. We have also obtained a certificate of the Delaware Secretary of State as to the Company's good standing as a Delaware corporation. Capitalized terms used but not defined herein shall have the meanings given them in the Certificate of Incorporation. We call your attention to the fact that the opinions expressed herein are limited in all respects to matters of Delaware corporate law. We express no opinion concerning the requirements of any other law, rule or regulation, state or federal, applicable to the Company or the Public Offering, including, without limitation, those applicable to federally chartered savings banks or their holding companies. Based upon and subject to the foregoing, it is our opinion that: 1. The Company has been duly organized and is validly existing in good standing as a corporation under the laws of the State of Delaware, with the corporate power and authority to own its property and conduct its business as now conducted as described in the Prospectus. Muldoon, Murphy & Faucette June 24, 1997 Page 3 2. Upon the due adoption by the Pricing Committee or the Board of a resolution fixing the number of shares of Common Stock to be sold in the Public Offering, the Common Stock to be issued in the Public Offering will be duly authorized and, when such shares are sold and paid for in accordance with the terms set forth in the Prospectus and such resolution of the Pricing Committee or the Board, and certificates representing such shares in the form provided to us are duly and properly issued, will be validly issued, fully paid and nonassessable, with no personal liability for the payment of the Company's debts arising solely by virtue of the ownership thereof; such issuance and sale will not be in violation of or subject to any preemptive rights provided for by Delaware law or by the Certificate of Incorporation. The following provisions of the Certificate of Incorporation may not be given effect by a court applying Delaware law, but in our opinion the failure to give effect to such provisions will not affect the duly authorized, validly issued, fully paid and nonassessable status of the Common Stock: (a) Subsections C.3 and C.6 of Article FOURTH and Section D of Article EIGHTH, which grant the Board the authority to construe and apply the provisions of those Articles, subsection C.4 of Article FOURTH, to the extent that provision obligates any person to provide to the Board the information such subsection authorizes the Board to demand, and the provision of Section C.7 of Article EIGHTH empowering the Board to determine the Fair Market Muldoon, Murphy & Faucette June 24, 1997 Page 4 Value of property offered or paid for the Company's stock by an Interested Stockholder, to the extent, if any, that a court applying Delaware law were to impose equitable limitations upon the authority of the directors of the Company under such provisions. (b) Article NINTH of the Certificate of Incorporation, which purports to permit the Board to consider the effect of any offer to acquire the Company on constituencies other than stock holders in evaluating any such offer. Very truly yours, /s/ MORRIS, NICHOLS, ARSHT & TUNNELL ------------------------------------ EX-23.1 4 CONSENT OF GRANT THORNTON LLP EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We have issued our report dated February 8, 1996, (except for the "Earnings per Share" paragraph of Note 1, as to which the date is March 29, 1996) accompanying the financial statements of Life Savings Bank, Federal Savings Bank contained in Life Financial Corp.'s Registration Statement on Form S-1, SEC File No. 333-28035, and Prospectus included therein. We consent to the incorporation by reference of the aforementioned report into this Registration Statement on Form S-1, and to the use of our name as it appears under the captions "Experts" and "Changes in Accountants." /s/ Grant Thornton LLP GRANT THORNTON LLP Irvine, California June 24, 1997 EX-23.2 5 CONSENT OF PRICE WATERHOUSE LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of Life Financial Corporation of our report dated January 31, 1995, relating to the financial statements of Life Savings Bank, Federal Savings Bank for the year ended December 31, 1994, appearing in the Prospectus, which is part of Life Financial Corp.'s Registration Statement on Form S-1, SEC File No. 333-28035. We also consent to the references to us under the headings "Experts" and "Changes in Accountants" in such Prospectus. /s/ PRICE WATERHOUSE LLP PRICE WATERHOUSE LLP Los Angeles, California June 24, 1997 EX-23.3 6 CONSENT OF DELOITTE & TOUCHE EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Life Financial Corp. on Form S-1 of our report dated February 7, 1997 (March 14, 1997 as to Note 16) on the financial statements of Life Savings Bank, Federal Savings Bank, appearing in the Prospectus, which is part of Pre-effective Amendment No. 2 to Registration Statement No. 333-28035 of Life Financial Corp. on Form S-1. We also consent to the reference to us under the headings "The Reorganization" and "Experts" in such Prospectus. /s/ Deloitte & Touche LLP Deloitte & Touche LLP Costa Mesa, California June 24, 1997 EX-23.4 7 CONSENT OF MULDOON, MURPHY & FAUCETTE Exhibit 23.4 CONSENT We hereby consent to the references to this firm and our opinions in the Registration Statement on Form S-1 filed by Life Financial Corp. and all amendments thereto. /s/ Muldoon, Murphy & Faucette ------------------------------ MULDOON, MURPHY & FAUCETTE Dated this 24th day of June, 1997 EX-23.5 8 CONSENT OF MORRIS, NICHOLS, ARSHT & TUNNELL EXHIBIT 23.5 [LETTERHEAD OF MORRIS, NICHOLS, ARSHT & TUNNELL] June 24, 1997 Muldoon, Murphy & Faucette 5101 Wisconsin Avenue, N.W. Washington, DC 20016 Ladies and Gentlemen: We hereby consent to the filing of our opinion to you concerning certain matters of Delaware law in connection with the public offering (the "Offering") by Life Financial Corp., a Delaware corporation (the "Company"), of shares of its common stock, par value $.01 per share, in draft or final form, as an exhibit to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission by the Company in connection with the Offering, and all amendments thereto, and to the reference to this firm in the "Legal Matters" section of the Prospectus relating to the Offering. Very truly yours, /s/ MORRIS, NICHOLS, ARSHT & TUNNELL ------------------------------------ Morris, Nichols, Arsht & Tunnell -----END PRIVACY-ENHANCED MESSAGE-----