-----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, H2bcK38JErOpLqJqqQwPd7qOJtzeA7srTp6ZnypfghDKxUCIWCFSmS+WBSFtKkq4 MvpTMx0t2mvMAZmwIbUV9A== 0000025191-98-000012.txt : 19981027 0000025191-98-000012.hdr.sgml : 19981027 ACCESSION NUMBER: 0000025191-98-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981023 EFFECTIVENESS DATE: 19981023 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COUNTRYWIDE CREDIT INDUSTRIES INC CENTRAL INDEX KEY: 0000025191 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 132641992 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-66095 FILM NUMBER: 98730251 BUSINESS ADDRESS: STREET 1: 4500 PARK GRANADA BLVD CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8182253000 MAIL ADDRESS: STREET 1: 4500 PARK GRANADA BLVD CITY: CALABASAS STATE: CA ZIP: 91302 S-8 1 1993 STOCK OPTION PLAN AMENDMENT As filed with the Securities and Exchange Commission on October 23, 1998 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 95-4083087 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 4500 Park Granada 91302 Calabasas, 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 4500 Park Granada Calabasas, CA 91302 (Name and address of agent for service) (818) 225-3505 (Telephone Number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ================================================================================ Title of securities Number of shares Proposed maximum offering to be registered to be registered price per share - -------------------------------------------------------------------------------- Common Stock, 5,500,000 shares $39.03125 $.05 par value per share - -------------------------------------------------------------------------------- Proposed maximum aggregate Amount of Registration Fee offering price 1 $214,671,875 $59,679 ================================================================================ Explanatory Note Pursuant to general instruction E to Form S-8 under the Securities Act of 1933, as amended, this Registration Statement relates to the amendment of the 1993 Stock Option Plan (As Amended and Restated as of March 17, 1996), as amended, to increase the number of shares of the registrant's common stock available for issuance upon the exercise of stock options under such stock option plan from 10,500,000 to 16,000,000 (an increase of 5,500,000 shares). The contents of the registrant's Registration Statements on Form S-8 (File Nos. 33-69498 and 33-08638) filed with the Securities and Exchange Commission on September 28, 1993 and March 28, 1997, respectively, are incorporated by reference herein. PART II Item 1. Exhibits 4 Amendment No. 2 to the 1993 Stock Option Plan (As Amended and Restated as of March 17, 1996) 5 Opinion of Sandor E. Samuels, General Counsel of the registrant 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 Calabasas, State of California, on the 23rd day of October, 1998. COUNTRYWIDE CREDIT INDUSTRIES, INC. By: /s/ David S. Loeb David S. Loeb Chairman and President Signatures Title Date /s/ David S. Loeb Chairman of the Board October 23, 1998 David S. Loeb of Directors and President (Principal Executive Officer); Director /s/ Angelo R. Mozilo Chief Executive Officer and October 23, 1998 - --------------------- Vice Chairman of the Board of Angelo R. Mozilo Directors;Director /s/ Carlos M. Garcia Managing Director - Finance October 23, 1998 Carlos M. Garcia Chief Financial Officer and Chief Accounting Officer (Principal Financial and Accounting Officer) Jeffrey M. Cunningham Director October 23, 1998 /s/ Robert J. Donato Director October 23, 1998 - --------------------- Robert J. Donato /s/ Michael E. Dougherty Director October 23, 1998 - ------------------------- Michael E. Dougherty /s/ Ben M. Enis Director October 23, 1998 - ----------------------- Ben M. Enis /s/ Edwin Heller Director October 23, 1998 - ----------------------- Edwin Heller /s/ Harley W. Snyder Director October 23, 1998 - ---------------------- Harley W. Snyder EX-4 2 AMEND NO 2 TO THE 1993 STOCK OPTION PLAN EXHIBIT 4 AMENDMENT NUMBER FIVE COUNTRYWIDE CREDIT INDUSTRIES, INC. 1993 STOCK OPTION PLAN (AMENDED AND RESTATED AS OF MARCH 27, 1996) WHEREAS, Countrywide Credit Industries, Inc. ( the "Company" ) desires to amend its 1993 Stock Option Plan, amended and restated as of March 27, 1996, (the "Plan"), to allow for the increase of the maximum number of Shares that may be made the subject of Options granted; NOW, THEREFORE, the Plan shall be amended as follows effective May 7, 1998: 1. Section 4(a) shall be amended to read as follows: "(a) The maximum number of Shares that may be made the subject of Options granted under the Plan is sixteen million (16,000,000); provided, however, that the maximum number of Shares that may be the subject of Options granted to any Eligible Employee from and after March 27, 1996 and during the term of the Plan may not exceed three million (3,000,000). Upon a Change in Capitalization the maximum number of Shares shall be adjusted in number and kind pursuant to Section 8. The Company shall reserve for the purposes of the Plan, out of its authorized but unissued Shares or out of Shares held in the Company's treasury, or partly out of each, such number of Shares as shall be determined by the Board." IN WITNESS WHEREOF, the Company has caused this Fifth Amendment to be executed by its duly authorized officer this ____ day of September, 1998. Countrywide Credit Industries, Inc. By: /s/ Anne McCallion Anne McCallion Managing Director Attest: /s/ Susan Bow Susan Bow EVP Deputy General Counsel EX-5 3 OPINION AND CONSENT OF GENERAL COUNSEL EXHIBIT 5 October 23, 1998 Countrywide Credit Industries, Inc. 4500 Park Granada Calabasas, California 91302 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 5,500,000 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), as amended (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 EX-23 4 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated May 4, 1998, accompanying the consolidated financial statements and schedules of Countrywide Credit Industries, Inc. and Subsidiaries appearing in the Annual Report on Form 10-K for the year ended February 28, 1998, 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 /s/ Grant Thornton LLP Los Angeles, California October 23, 1998 -----END PRIVACY-ENHANCED MESSAGE-----