-----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, F33XM6cZRYJSpW0Py61taoE0NBT2n37/9xSMKX8vobbwQidCcKGgbNb13XxyI9Dh IkxJur5NDwZ0SPURHf//AQ== 0000025191-97-000004.txt : 19980415 0000025191-97-000004.hdr.sgml : 19980415 ACCESSION NUMBER: 0000025191-97-000004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970328 ITEM INFORMATION: FILED AS OF DATE: 19970328 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COUNTRYWIDE CREDIT INDUSTRIES INC CENTRAL INDEX KEY: 0000025191 STANDARD INDUSTRIAL CLASSIFICATION: 6162 IRS NUMBER: 132641992 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-08638 FILM NUMBER: 97566803 BUSINESS ADDRESS: STREET 1: 155 NORTH LAKE AVE CITY: PASADENA STATE: CA ZIP: 91101-1857 BUSINESS PHONE: 8183048400 8-K 1 COUNTRYWIDE CREDIT IND. - 1993 STOCK OPTION PLAN As filed with the Securities and Exchange Commission on March 28, 1997 Registration No. 333-_____________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- COUNTRYWIDE CREDIT INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 95-4083087 (I.R.S. Employer Identification Number) 155 North Lake Avenue 91101 Pasadena, CA (Address of Principal Executive Offices) (Zip Code) Countrywide Credit Industries, Inc. 1993 Stock Option Plan As Amended and Restated as of March 27, 1996 (Full title of the Plan) Sandor E. Samuels General Counsel 155 North Lake Avenue Pasadena, CA 91101 (Name and address of agent for service) (818) 304-8505 (Telephone Number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ================================================================================ Title of securities to be Amount to be registered Proposed maximum offering registered price per unit - - -------------------------------------------------------------------------------- Common Stock, 6,000,000 shares $27.3125 $.05 par value per share - - -------------------------------------------------------------------------------- Proposed maximum aggregate Amount of Registration Fee offering price 1 $ 163,875,000 $ 49,660 ---------------- -------- ================================================================================ ================================================================================ PART I EXPLANATORY NOTE This Registration Statement relates to the amendment of the 1993 Stock Option Plan (as amended and restated as of March 27, 1996) to increase the number of shares available for issuance upon the exercise of stock options under the 1993 Stock Option Plan from 4,500,000 to 10,500,000 (an increase of 6,000,000 shares). PART II The contents of the registrant's Registration Statement on Form S-8 (File No. 33-69498 ), filed with the Securities and Exchange Commission on September 28, 1993 are incorporated by reference herein. Item 1. Exhibits 1 Opinion of Sandor E. Samuels, General Counsel of the Company as to the legality of the Common Stock being registered. 23.1 Consent of Grant Thornton, LLP, Independent Auditors. 23.2 Consent of Sandor E. Samuels (included in Opinion filed as Exhibit 5). 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 Pasadena, State of California, on the 28th day of March, 1997. COUNTRYWIDE CREDIT INDUSTRIES, INC. By: /s/David S. Loeb David S. Loeb Chairman and President Signatures Title Date /s/ Davis S. Loeb March 28, 1997 - - ------------------ Chairman of the Board David S. Loeb of Directors and President (Principal Executive Officer); Director /s/ Angelo R. Mozilo Executive Vice President March 28, 1997 Angelo R. Mozilo and Vice Chairman of the Board of Directors /s/ Carlos M. Garcia Managing Director - Finance March 28, 1997 Carlos M. Garcia Chief Financial Officer and Chief Accounting Officer (Principal Financial and Accounting Officer) /s/ Robert J. Donato Director March 28, 1997 - - --------------------------- Robert J. Donato /s/ Ben M. Enis Director March 28, 1997 - - --------------------------- Ben M. Enis /s/ Edwin Heller Director March 28, 1997 Edwin Heller /s/ Harley W. Snyder Director March 28, 1997 - - --------------------------- Harley W. Snyder EXHIBIT 1 March 27, 1997 Countrywide Credit Industries, Inc. 155 North Lake Avenue Pasadena, California 91101 Ladies and Gentlemen: I have acted as counsel to Countrywide Credit Industries, Inc. (the "Company") in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, relating to the offer of up to an additional 6,000,000 shares of common stock (the "Common Stock") of the Company, par value $.05, to be issued under the terms and conditions of options granted under the Company's 1993 Stock Option Plan (as Amended and Restated as of March 23, 1996) (the "1993 Plan") In connection with rendering this opinion I have examined originals, or copies identified to my satisfaction as being true copies of originals of such documents as I have deemed appropriate. In such examination, I have assumed that all signatures on original documents were genuine and that all documents were duly executed and delivered, where due execution and delivery are requisite to the effectiveness thereof. I have also assumed that the Common Stock will be issued for proper and sufficient consideration, in accordance with the terms of the 1993 Plan, and that the certificates representing the Common Stock will be properly issued. On the basis of the foregoing examination and assumptions, and in reliance thereon, and upon consideration of applicable law, I am of the opinion that the Common Stock covered by the Registration Statement, when issued and paid for in accordance with the 1993 Plan, will be validly issued, fully paid and non-assessable. I hereby consent to the inclusion of this opinion as an exhibit in the Registration Statement. This opinion may not be used or relied upon by any other person or for any other purpose without my prior written consent. Very truly yours, Sandor E. Samuels General Counsel EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated April 23, 1996, accompanying the consolidated financial statements and schedules of Countrywide Credit Industries, Inc. and Subsidiaries appearing in the Annual Report on From 10-K for the year ended February 29, 1996, which is incorporated by reference in this Registration Statement on Form S-8 (the "Registration Statement"). We consent to the incorporation by reference in this Registration Statement of the aforementioned report. GRANT THORNTON LLP Los Angeles, California March 27, 1997 - - -------- 1 In accordance with Rule 457 (h) under the Securities Act of 1933, the offering price has been calculated on the basis of the average of the high and low prices for the Common Stock as reported by the New York Stock Exchange on March 25, 1997 -----END PRIVACY-ENHANCED MESSAGE-----