-----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, AJLa8mmWKrihyhcfbboWEpf3vBs3pbVCl2/mjNKH7HPyaLSAEGl7g3fcddtR1Qou K+LVDGj1TEGIVjmB2z31xw== 0000895345-99-000478.txt : 19990921 0000895345-99-000478.hdr.sgml : 19990921 ACCESSION NUMBER: 0000895345-99-000478 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990920 EFFECTIVENESS DATE: 19990920 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: 333-87417 FILM NUMBER: 99714061 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 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 1999 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 13-2641992 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 4500 PARK GRANADA CALABASAS, CA 91302 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) COUNTRYWIDE CREDIT INDUSTRIES, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plans) SANDOR E. SAMUELS, MANAGING DIRECTOR, LEGAL, GENERAL COUNSEL AND SECRETARY 4500 PARK GRANADA CALABASAS, CA 91302 (818) 225-3505 (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE ======================================================================================================================= PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED (1) SHARE (2) OFFERING PRICE (2) REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.05 per share (3) 500,000 shares $30.1875 $15,093,750 $4,196.06 ======================================================================================================================= (1) Plus such additional number of shares as may be required in the event of a stock dividend, stock split, recapitalization or other similar event in accordance with Rule 416 of the Securities Act of 1933, as amended. (2) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) of the Securities Act of 1933 based upon the average of the high and low prices of the Registrant's common stock, par value $.05 per share, as reported by the New York Stock Exchange on September 16, 1999. (3) The Common Stock includes Preferred Stock Purchase Rights (the "Rights"). The Rights will be associated and trade with the Common Stock. The value, if any, of the Rights will be reflected in the market price of the Common Stock.
EXPLANATORY NOTE This Form S-8 Registration Statement relates to 500,000 shares of common stock of Countrywide Credit Industries, Inc., par value $.05 per share (the "Common Stock"), which may be issued under our 1999 Employee Stock Purchase Plan (the "ESPP"). PART I The documents containing information specified by Part I of this Registration Statement will be sent or given to participants in the ESPP as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission under the Securities Act. Such document(s) are not required to be filed with the SEC but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II) a prospectus that meets the requirements of Section 10(a) of the Securities Act. References to "the Company" shall mean Countrywide Credit Industries, Inc., a Delaware corporation. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC's public reference rooms in Washington, D.C., New York, NY and Chicago, IL. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from the SEC's web site at http://www.sec.gov. Reports, proxy and information statements and other information concerning us can also be inspected at the offices of the New York Stock Exchange and the Pacific Stock Exchange. The SEC allows us to "incorporate by reference" information into this Registration Statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this Registration Statement, and later information that we file with the SEC will automatically update this Registration Statement. We incorporate by reference the following documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offering: (a) The description of our common stock included in our registration statement on Form 8-A, filed with the SEC on November 24, 1982; (b) Our Annual Report on Form 10-K for the fiscal year ended February 28, 1999, filed with the SEC on May 28, 1999; (c) Our Quarterly Report on Form 10-Q for the quarter ended May 31, 1999, filed with the SEC on July 15, 1999, as amended by Form 10-Q/A filed with the SEC on July 16, 1999; and (d) Our Current Report on Form 8-K filed with the SEC on June 21, 1999. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel The legality of the securities offered pursuant to this Registration Statement has been passed upon for the Company by Sandor E. Samuels, Esq., Managing Director, Legal, General Counsel and Secretary of the Company. Mr. Samuels [owns shares of Common Stock and] holds options to purchase shares of Common Stock of the Company. Item 6. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors, officers, employees and other individuals against expenses, judgments, fines, and amounts paid in settlement in connection with specified non-derivative actions, suits, proceedings or investigations if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation. In addition, with respect to any criminal action or proceeding such director must have had no reasonable cause to believe that his or her conduct was unlawful. In the case of derivative actions, a similar standard is applicable except that indemnification only extends to expenses incurred in connection with the defense or settlement of such action. In addition, the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The DGCL provides that it is not exclusive of other indemnification that may be granted by a corporation's charter, by-laws, stockholder or director vote, agreement, or otherwise. Article SIXTH of the Company's Certificate of Incorporation provides that the Company may indemnify its directors and officers to the full extent permitted by the DGCL. Article VIII of the Company's Bylaws provides that the Company will indemnify its directors and officers against any threatened, pending or completed action, suit or proceeding or investigation brought against such directors and officers by reason of the fact that such persons were directors or officers, provided that such persons acted in good faith and in a manner which they reasonably believed to be in or not opposed to the best interest of the Company. However, in the case of actions brought by or in the right of the Company, no indemnification is permitted for any claim, issue or matter where any such director or officer was found to be liable to the Company, unless the court determines that such person is entitled to indemnification. The Company's Bylaws also state that the indemnification provisions are not exclusive of any other rights that the directors and officers may have under other Bylaw provisions, agreements, votes of stockholders or disinterested directors or otherwise. In addition, the Company has entered into indemnity agreements with each of its directors and executive officers. The agreements provide that such individuals are indemnified by the Company up to an aggregate limit of $5,000,000 for any claims made against such individuals based on any act, omission or breach of duty committed while acting as a director or officer. The agreements do not cover cases involving dishonesty or improper personal benefit. The Company also maintains an insurance policy under which its directors and officers are insured against certain liabilities which might arise out of their relationship with the Company as directors and officers. Article SEVENTH of the Company's Certificate of Incorporation provides that a director of the Company will have no personal liability to the Company or its stockholders for monetary damages for breach of his fiduciary duty of care as a director to the full extent permitted by the DGCL. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits EXHIBIT NO. DESCRIPTION OF EXHIBIT - ----------- ---------------------- 4.1 Restated Certificate of Incorporation of Countrywide Credit Industries, Inc. (incorporated by reference to Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended August 31, 1987). 4.2 Bylaws of Countrywide Credit Industries, Inc., as amended and restated (incorporated by reference to Exhibit 3 to the Company's Current Report on Form 8-K filed with the SEC on February 10, 1988). 4.2.1 Amendment to Bylaws of Countrywide Credit Industries, Inc. dated January 28, 1998 (incorporated by reference to Exhibit 3.3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1998). 4.2.2 Amendment to Bylaws of Countrywide Credit Industries, Inc. dated February 3, 1998 (incorporated by reference to Exhibit 4.4.2 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1998). 4.3 Rights Agreement, dated as of February 10, 1988, between Countrywide Credit Industries, Inc. and Bank of America NT & SA, as Rights Agent (incorporated by reference to Exhibit 4 to the Company's Registration Statement on Form 8-A filed with the SEC on February 12, 1988). 4.3.1 Amendment No. 1 to Rights Agreement dated as of March 24, 1992 (incorporated by reference to Exhibit 1 to the Company's Form 8 filed with the SEC on March 27, 1992). 4.4 Specimen Certificate of the Company's Common Stock (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on February 6, 1987). 4.6* Countrywide Credit Industries, Inc. 1999 Employee Stock Purchase Plan. 5.1* Opinion of Sandor E. Samuels, Managing Director, Legal, General Counsel and Secretary of the Company as to the legality of securities being registered. 23.1* Consent of Grant Thornton LLP, Independent Auditors. 23.2 Consent of Sandor E. Samuels (included in Opinion filed as Exhibit 5.1). - ---------------------- * filed herewith Item 9. Undertakings The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (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 information set forth 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. Provided, however, that the undertaking set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in such post-effective amendment is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act, the Company 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 September 20, 1999. Countrywide Credit Industries, Inc. /s/ Angelo R. Mozilo ------------------------------------- By: Angelo R. Mozilo, Chief Executive Officer, Chairman of the Board POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned officers and directors of Countrywide Credit Industries, Inc., a Delaware corporation, hereby constitute and appoint Angelo R. Mozilo, David S. Loeb, Stanford L. Kurland and Carlos M. Garcia, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement and any additional registration statements pursuant to Instruction E to Form S-8 and any and all documents in connection therewith, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies, approves and confirms all that his or her said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ Angelo R. Moilo - -------------------------- Chief Executive Officer, September 20, 1999 Angelo R. Mozilo Chairman of the Board of Directors and Director (Principal Executive Officer) /s/ David S. Loeb - -------------------------- President and Director September 20, 1999 David S. Loeb /s/ Carlos M. Garcia - -------------------------- Managing Director, Finance; September 20, 1999 Carlos M. Garcia Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) /s/ Jeffrey M. Cunningham - -------------------------- Director September 20, 1999 Jeffrey M. Cunningham /s/ Robert J. Donato - -------------------------- Director September 20, 1999 Robert J. Donato /s/ Michael E. Dougherty - -------------------------- Director September 20, 1999 Michael E. Dougherty /s/ Ben M. Enis - -------------------------- Director September 20, 1999 Ben M. Enis /s/ Edwin Heller - -------------------------- Director September 20, 1999 Edwin Heller /s/ Harley W. Snyder - -------------------------- Director September 20, 1999 Harley W. Snyder
Index to Exhibits EXHIBIT NO. DESCRIPTION OF EXHIBIT - ----------- ---------------------- 4.1 Restated Certificate of Incorporation of Countrywide Credit Industries, Inc. (incorporated by reference to Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended August 31, 1987). 4.2 Bylaws of Countrywide Credit Industries, Inc., as amended and restated (incorporated by reference to Exhibit 3 to the Company's Current Report on Form 8-K filed with the SEC on February 10, 1988). 4.2.1 Amendment to Bylaws of Countrywide Credit Industries, Inc. dated January 28, 1998 (incorporated by reference to Exhibit 3.3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1998). 4.2.2 Amendment to Bylaws of Countrywide Credit Industries, Inc. dated February 3, 1998 (incorporated by reference to Exhibit 4.4.2 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1998). 4.3 Rights Agreement, dated as of February 10, 1988, between Countrywide Credit Industries, Inc. and Bank of America NT & SA, as Rights Agent (incorporated by reference to Exhibit 4 to the Company's Registration Statement on Form 8-A filed with the SEC on February 12, 1988). 4.3.1 Amendment No. 1 to Rights Agreement dated as of March 24, 1992 (incorporated by reference to Exhibit 1 to the Company's Form 8 filed with the SEC on March 27, 1992). 4.4 Specimen Certificate of the Company's Common Stock (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on February 6, 1987). 4.6* Countrywide Credit Industries, Inc. 1999 Employee Stock Purchase Plan. 5.1* Opinion of Sandor E. Samuels, Managing Director, Legal, General Counsel and Secretary of the Company as to the legality of securities being registered. 23.1* Consent of Grant Thornton LLP, Independent Auditors. 23.2 Consent of Sandor E. Samuels (included in Opinion filed as Exhibit 5.1). - ---------------------- * filed herewith EX-4.6 2 Exhibit 4.6 COUNTRYWIDE CREDIT INDUSTRIES, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN --------------------------------- ARTICLE I INTRODUCTION 1.01 Purpose. The Countrywide Credit Industries, Inc. 1999 Employee Stock Purchase Plan (the "Plan") is intended to provide a method whereby Eligible Employees (as defined below) of Countrywide Credit Industries, Inc. (the "Company") and its Participating Subsidiary Corporations (as defined below) will have an opportunity to acquire a proprietary interest in the Company through the purchase of shares of the Common Stock (as defined below). 1.02 Rules of Interpretation. It is the intention of the Company to have the Plan qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. ARTICLE II DEFINITIONS 2.01 "Board" means the Board of Directors of the Company. 2.02 "Code" shall have the meaning set forth in Section 1.02 hereof. 2.03 "Change in Capitalization" means any increase or reduction in the number of shares of Common Stock, or exchange of shares of Common Stock for a different number or kind of shares or other securities of the Company, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, stock dividend, stock split or reverse stock split, combination or exchange of shares, or other similar event. 2.04 "Change in Control" means the occurrence of any one of the following events: (a) An acquisition (other than directly from the Company) of any common stock or other "Voting Securities" (as hereinafter defined) of the Company by any "Person" (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty five percent (25%) or more of the then outstanding shares of the Company's common stock or the combined voting power of the Company's then outstanding Voting Securities; provided, however, in determining whether a Change in Control has occurred, Voting Securities which are acquired in a "Non-Control Acquisition" (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. For purposes of the Plan, (i) "Voting Securities" shall mean the Company's outstanding voting securities entitled to vote generally in the election of directors and (ii) a "Non-Control Acquisition" shall mean an acquisition by (A) an employee benefit plan (or a trust forming a part thereof) maintained by (1) the Company or (2) any corporation or other Person of which a majority of its voting power or its voting equity securities or equity interest is owned, directly or indirectly, by the Company (for purposes of this definition, a "Subsidiary"), (B) the Company or any of its Subsidiaries, or (C) any Person in connection with a "Non-Control Transaction" (as hereinafter defined); (b) The individuals who as of March 27, 1996 were members of the Board (the "Incumbent Board") cease for any reason to constitute at least two-thirds of the members of the Board; provided, however, that if the election, or nomination for election by the Company's common stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or (c) The consummation of: (i) A merger, consolidation or reorganization involving the Company, unless such merger, consolidation or reorganization is a "Non-Control Transaction." A "Non-Control Transaction" shall mean a merger, consolidation or reorganization of the Company where: (A) the stockholders of the Company, immediately before such merger, consolidation or reorganization, own directly or indirectly immediately following such merger, consolidation or reorganization, at least seventy percent (70%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization (the "Surviving Corporation") in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization; (B) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least two-thirds of the members of the board of directors of the Surviving Corporation, or in the event that, immediately following the consummation of such transaction, a corporation beneficially owns, directly or indirectly, a majority of the voting securities of the Surviving Corporation, the board of directors of such corporation; and (C) no Person other than (w) the Company, (x) any Subsidiary, (y) any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation, or any Subsidiary, or (z) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of twenty five percent (25%) or more of the then outstanding Voting Securities or common stock of the Company, has Beneficial Ownership of twenty five percent (25%) or more of the combined voting power of the Surviving Corporation's then outstanding Voting Securities or its common stock; (ii) A complete liquidation or dissolution of the Company; or (iii) The sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary). Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the "Subject Person") acquired Beneficial Ownership of more than the permitted amount of the then outstanding common stock or Voting Securities as a result of the acquisition of common stock or Voting Securities by the Company which, by reducing the number of shares of common stock or Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person; provided, however, that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of common stock or Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional common stock or Voting Securities which increases the percentage of the then outstanding common stock or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur. 2.05 "Company" shall have the meaning set forth in Section 1.01 hereof. 2.06 "Compensation" shall mean the gross cash compensation (including wage, salary and overtime earnings, production bonus payments, commissions and compensation paid in a form other than cash) paid by the Company or any Participating Subsidiary Corporation to an Eligible Employee in accordance with the terms of employment, but excluding all discretionary bonus payments and reimbursements for out-of-pocket expenses. 2.07 "Committee" shall have the meaning set forth in Section 11.01 hereof. 2.08 "Common Stock" shall mean the common stock, par value $.05 per share, of the Company. 2.09 "Eligible Employee" means any Employee of the Company or a Participating Subsidiary Corporation; provided, however, that with respect to any Offering, the Committee may, in its sole discretion, determine that any Employee or group of Employees that may be excluded from participation in the Plan pursuant to the provisions of Section 423 of the Code and the regulations promulgated and proposed thereunder shall be deemed not to be Eligible Employees for purposes of that Offering. 2.10 "Employee" means any individual who is a common law employee of the Company or a Participating Subsidiary Corporation. 2.11 "Fair Market Value" on any date means the average of the high and low sales prices of the shares of Common Stock on such date on the principal national securities exchange or other stock market on which such shares are listed or admitted to trading, or if no such sales shall have occurred on such date, the arithmetic mean of the per share closing bid price and per share closing asked price on such date as quoted on the Nasdaq Stock Market or such other market in which such prices are regularly quoted, or, if there have been no published bid or asked quotations with respect to shares on such date, the Fair Market Value shall be the value established by the Board in good faith and in accordance with Section 423 of the Code. 2.12 "Offering Commencement Date" shall have the meaning set forth in Section 4.02 hereof. 2.13 "Offering Price" shall have the meaning set forth in Section 6.02 hereof. 2.14 "Offering Termination Date" shall have the meaning set forth in Section 4.02 hereof. 2.15 "Offerings" shall have the meaning set forth in Section 4.02 hereof. 2.16 "Participant" means any Eligible Employee who elects to participate in the Plan in accordance with the provisions of Section 3.03 hereof. 2.17 "Participating Subsidiary Corporation" shall mean each corporation which is a "subsidiary corporation" (as that term is defined in Section 424 of the Code) of the Company, unless the Board or the Committee shall, in its discretion, determine otherwise. 2.18 "Plan" shall have the meaning set forth in Section 1.01 hereof. 2.19 "Plan Representative" shall mean the person designated from time to time by the Committee to receive certain notices and take certain other administrative actions relating to participation in the Plan. 2.20 "Securities Act" shall have the meaning set forth in Section 12.07(f) hereof. ARTICLE III ELIGIBILITY AND PARTICIPATION 3.01 Initial Eligibility. Each Employee who is an Eligible Employee as of an Offering Commencement Date shall be eligible to participate in the Offering commencing on such Offering Commencement Date. Persons who are not Eligible Employees shall not be eligible to participate in the Plan with respect to that Offering. 3.02 Restrictions on Participation. Notwithstanding any provision of the Plan to the contrary, no Eligible Employee shall be granted an option to purchase shares of Common Stock under the Plan: (a) if, immediately after the grant, such Eligible Employee would own stock and/or hold outstanding options to purchase stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company (for purposes of this paragraph, the rules of Section 423(b)(3) and Section 424(d) of the Code shall apply in determining stock ownership of any Eligible Employee); or (b) which permits such Eligible Employee's rights to purchase stock under all employee stock purchase plans of the Company and all Participating Subsidiary Corporations to accrue at a rate which exceeds $25,000 of Fair Market Value of the Common Stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time. 3.03 Commencement of Participation. An Eligible Employee may become a Participant by completing an authorization for payroll deductions on the form provided by the Company and filing the completed form with the Plan Representative on or before the filing date set therefor by the Committee, which date shall be prior to the Offering Commencement Date for the next following Offering. Payroll deductions for a Participant shall commence on the next following Offering Commencement Date after the Employee's authorization for payroll deductions becomes effective and shall continue until termination of the Plan or the participant's earlier termination of participation in the Plan. Each Eligible Employee shall be deemed to continue participation in the Plan until the earlier of: (a) the termination of the Plan and (b) such Eligible Employee's termination of participation in the Plan pursuant to Article VIII hereof. ARTICLE IV STOCK SUBJECT TO THE PLAN AND OFFERINGS 4.01 Stock Subject to the Plan. Subject to the provisions of Sections 12.03 and 12.04 hereof, the Board shall reserve initially for issuance under the Plan an aggregate of five hundred thousand (500,000) shares of Common Stock, which shares shall be authorized but unissued. 4.02 Offerings. The Plan will be implemented by offerings ("Offerings") of the Common Stock during periods of no less than three months and no more than one year, as determined from time to time by the Committee. Notwithstanding the foregoing, in the event of a Change in Control, the last day of the Offering in which the Change in Control would otherwise occur shall be accelerated to the last payday immediately preceding the Change in Control. The first day of an Offering shall be deemed the "Offering Commencement Date" and the last day the "Offering Termination Date" for such Offering. The Offering Commencement Date and the Offering Termination Date shall in all cases occur on a business day. ARTICLE V PAYROLL DEDUCTIONS 5.01 Amount of Deduction. The form described in Section 3.03 will permit a Participant to elect payroll deductions in an amount not exceeding ten percent (10%), or such other percent or fixed dollar amount which the Board or Committee may from time to time otherwise determine, of such Participant's Compensation for each pay period ending during an Offering. Notwithstanding the foregoing, a Participant's payroll deductions may be reduced by the Board or the Committee, in its discretion, at any time during an Offering which is scheduled to end during the then current calendar year to the extent necessary in order to comply with the provisions of Section 423(b)(8) of the Code and Section 3.02(b) hereof. 5.02 Participant's Account. All payroll deductions made for a Participant shall be credited to an account established for such Participant under the Plan. A Participant may not make any separate cash payment into such account. 5.03 Changes in Payroll Deductions. A Participant may reduce or increase future payroll deductions (within the limits described in Section 5.01 hereof) by filing with the Plan Representative a form provided by the Company for such purpose. The effective date of any increase or reduction in future payroll deductions will be the first day of the next Offering following the Company's receipt of the change form, if the Company shall have timely received such change form prior to the Offering Commencement Date of such Offering or as of such earlier date as the Committee may in its discretion determine or as shall be applicable in connection with the cessation of the Participant's participation in the Plan pursuant to Section 8.01 hereof. ARTICLE VI GRANTING OF OPTION 6.01 Number of Option Shares. On the Offering Commencement Date (for each Offering), each Participant shall be deemed to have been granted an option to purchase a maximum number of shares of Common Stock the Fair Market Value of which is equal to (i) that percentage of the Participant's Compensation which the Participant has elected to have withheld (but not in any case in excess of ten percent (10%), or such other percent or fixed dollar amount which the Board or Committee may from time to time otherwise determine pursuant to Section 5.01 hereof) multiplied by (ii) the Participant's Compensation paid during the Offering then divided by (iii) the applicable Offering Price determined as provided in Section 6.02 hereof. Notwithstanding the foregoing, the maximum number of shares of Common Stock that a Participant may purchase pursuant to an Offering is three thousand (3,000). 6.02 Option Price. The per share option price of shares of Common Stock purchased with payroll deductions made during any Offering (the "Offering Price") by a Participant shall be not less than the lower of: (a) 85% of the Fair Market Value of the stock on the Offering Commencement Date for such Offering; or (b) 85% of the Fair Market Value of the stock on the Offering Termination Date of such Offering. ARTICLE VII EXERCISE AND OTHER TERMS OF OPTIONS 7.01 Automatic Exercise. Subject to Section 6.01 hereof, each Participant's option for the purchase of shares of Common Stock with payroll deductions made during any Offering will be deemed to have been exercised automatically on the applicable Offering Termination Date for the purchase of the number of full shares of Common Stock which the accumulated payroll deductions in the Participant's account at that time will purchase at the applicable Offering Price. 7.02 Withdrawal of Account. No Participant in the Plan shall be entitled to withdraw any amount from the accumulated payroll deductions in his or her account; provided, however, that a Participant's accumulated payroll deductions shall be refunded to the Participant as and to the extent specified in Section 8.01 hereof upon termination of such Participant's participation in the Plan. 7.03 Fractional Shares. Fractional shares of Common Stock will not be issued under the Plan. Any accumulated payroll deductions which would have been used to purchase fractional shares, unless refunded pursuant to Section 7.02 hereof, will be held for the purchase of Common Stock in the next following Offering, without interest. 7.04 Non-Transferability of Options. Neither payroll deductions credited to any Participant's account nor any option or rights with regard to the exercise of an option or the receipt of Common Stock under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way by the Participant other than by will or the laws of descent and distribution. Any such attempted assignment, transfer, pledge or other disposition shall be without effect, except that the Company may, in its discretion, treat such act as an election to withdraw from participation in the Plan in accordance with Section 8.01 hereof. During a Participant's lifetime, options held by such Participant shall be exercisable only by such Participant. 7.05 Delivery of Stock. As promptly as practicable after the Offering Termination Date of each Offering, the Company will deliver to each Participant in such Offering, as appropriate, the shares of Common Stock purchased therein upon exercise of such Participant's option. The Company may deliver such shares in certificated or book entry form, at the Company's sole election. The Company may require a Participant to dispose of the shares of Common Stock acquired pursuant to the Plan through one or more brokers designated by the Company. 7.06 Stock Transfer Restrictions. The Plan is intended to satisfy the requirements of Section 423 of the Code. Shares of Common Stock acquired upon exercise of options granted under the Plan may contain such restrictions, terms and conditions as the Board or Committee may, in its discretion, determine and the Board or Committee may, in its discretion, require that an appropriate legend be placed on the certificates evidencing such shares of Common Stock. ARTICLE VIII WITHDRAWAL 8.01 In General. A Participant may stop participating in the Plan at any time by giving written notice to the Plan Representative. Upon processing of any such written notice, no further payroll deductions will be made from the Participant's Compensation during such Offering or thereafter, unless and until such Participant elects to resume participation. Such Participant's payroll deductions accumulated prior to processing of such notice to stop participation, if any, shall be refunded (without interest) to such Participant as soon as reasonably practicable. A Participant may elect to resume participation in the Plan by providing written notice to the Plan Representative pursuant to Section 3.03 hereof. 8.02 Effect on Subsequent Participation. A Participant's withdrawal from any Offering will not have any effect upon such Participant's eligibility to participate in any succeeding Offering or in any similar plan which may hereafter be adopted by the Company and for which such Participant is otherwise eligible. 8.03 Termination of Eligible Employee Status. Upon a Participant's ceasing to be an Eligible Employee for any reason, including as a result of a termination of the Participant's employment with the Company or any Participating Subsidiary Corporation (as the case may be) for any reason (including retirement or death), the Participant's payroll deductions accumulated prior to such termination, if any, shall be refunded (without interest) to him or her, or, in the case of his or her death, to the person or persons entitled thereto under Section 12.01 hereof, and his or her participation in the Plan shall be deemed to be terminated. ARTICLE IX INTEREST 9.01 Payment of Interest. No interest will be paid or allowed on any money paid into the Plan or credited to the account of or distributed to any Participant. ARTICLE X STOCK 10.01 Participant's Interest in Option Stock. No Participant will have any interest in shares of Common Stock covered by any option held by such Participant unless and until (a) such option has been exercised as provided in Section 7.01 hereof, (b) the Company shall have issued and delivered the shares of Common Stock to the Participant and (c) the Participant's name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Participant shall have full voting, dividend and other ownership rights with respect to such shares of Common Stock. 10.02 Registration of Stock. Shares of Common Stock purchased by a Participant under the Plan will be recorded in the books and records of the Company in the name of the Participant. ARTICLE XI ADMINISTRATION 11.01 Committee. The Plan shall be administered by the Compensation Committee of the Board (the "Committee"). A majority of the Committee shall constitute a quorum, and the action of a majority of the members of the Committee present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the Committee. The interpretation and construction by the Committee of any provision of the Plan or any option granted hereunder shall be final. No member of the Committee shall be liable for any action or determination made in good faith with respect hereto or any option granted hereunder. 11.02 Authority of Committee. The Committee may establish any policies or procedures that in its discretion are relevant to the operation and administration of the Plan and may adopt rules for the administration of the Plan. The Committee may also engage the services of a professional plan administrator on such terms and conditions as the Committee deems appropriate for the purposes of establishing custodial accounts and holding shares of Common Stock acquired by Participants upon the exercise of options granted under the Plan and otherwise operating the Plan. ARTICLE XII MISCELLANEOUS 12.01 Designation of Beneficiary. A Participant may file with the Plan Representative a written designation of a beneficiary who is to receive any shares of Common Stock and/or cash under the Plan upon the Participant's death. Such designation of beneficiary may be changed by the Participant at any time by written notice to the Plan Representative. Upon the death of a Participant and receipt by the Company of proof of identity and existence at the Participant's death of a beneficiary validly designated by the Participant under the Plan, and subject to Article VIII hereof concerning withdrawal from the Plan, the Company shall deliver such shares of Common Stock and/or cash to such beneficiary. In the event of the death of a Participant lacking a beneficiary validly designated under the Plan who is living at the time of such Participant's death, the Company shall deliver such shares of Common Stock and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares of Common Stock and/or cash to the spouse or to any one or more dependents of the Participant, in each case without any further liability of the Company whatsoever under or relating to the Plan. No beneficiary shall, prior to the death of the Participant by whom he or she has been designated, acquire any interest in the shares of Common Stock and/or cash credited to the Participant under the Plan. 12.02 Use of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose. The Company shall not be obligated to segregate such payroll deductions. 12.03 Adjustment Upon Changes in Capitalization. In the event of a Change in Capitalization, the maximum number and class of shares of Common Stock or other stock or securities reserved for issuance under the Plan in the aggregate and that a Participant may purchase pursuant to an Offering, the class of shares of Common Stock or other stock or securities which the accumulated payroll deductions in a Participant's account will purchase, and the Offering Price therefor, shall be appropriately and equitably adjusted by the Committee. 12.04 Amendment and Termination. The Board shall have complete power and authority to terminate or amend the Plan; provided, however, that the Board shall not, without the approval of the stockholders of the Company, alter (i) the aggregate number of shares of Common Stock which may be issued under the Plan (except pursuant to Section 12.03 hereof), or (ii) the class of employees eligible to receive options under the Plan; and provided, further, however, that no termination, modification, or amendment of the Plan may, without the consent of a Participant then having an option under the Plan to purchase shares of Common Stock, adversely affect the rights of such Participant under such option, except that the foregoing shall not prohibit the Company from terminating the Plan at any time (including during an Offering) and applying the amounts theretofore withheld from Participants to the purchase of shares of Common Stock as if the termination date of the Plan were an Offering Termination Date. Any cash balance remaining after the purchase of shares of Common Stock in such Offering shall be refunded (without interest) to such Participant as soon as reasonably practicable. 12.05 Non-Exclusivity of the Plan. The adoption of the Plan by the Board shall not be construed as amending, modifying or rescinding any previously approved incentive arrangement or as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases. 12.06 Limitation of Liability. As illustrative of the limitations of liability of the Company, but not intended to be exhaustive thereof, nothing in the Plan shall be construed to: (a) give any person any right to be granted an option except as specifically provided in the Plan; (b) give any person any rights whatsoever with respect to shares of Common Stock except as specifically provided in the Plan; (c) limit in any way the right of the Company to terminate the employment of any person at any time; or (d) be evidence of any agreement or understanding, expressed or implied, that the Company will employ any person at any particular rate of compensation or for any particular period of time. 12.07 Regulations and Other Approvals; Governing Law. (a) The Plan and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Delaware. (b) The obligation of the Company to sell or deliver shares of Common Stock with respect to options granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee. (c) The Plan is intended to comply with Rule 16b-3 promulgated under the Exchange Act and the Committee shall interpret and administer the provisions of the Plan in a manner consistent therewith. Any provisions inconsistent with such Rule shall be inoperative and shall not affect the validity of the Plan. (d) The Board may make such changes as may be necessary or appropriate to comply with the rules and regulations of any government authority. (e) Each option is subject to the requirement that, if at any time the Committee determines, in its discretion, that the listing, registration or qualification of shares of Common Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an option or the issuance of shares of Common Stock, no options shall be granted or payment made or shares of Common Stock issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee. (f) Notwithstanding anything contained in the Plan to the contrary, in the event that the disposition of shares of Common Stock acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act of 1933, as amended (the "Securities Act"), and is not otherwise exempt from such registration, such shares shall be restricted against transfer to the extent required by the Securities Act and Rule 144 or other regulations thereunder. The Committee may require any individual receiving shares of Common Stock pursuant to the Plan, as a condition precedent to receipt of such shares upon exercise of an Option, to represent and warrant to the Company in writing that the shares of Common Stock acquired by such individual are acquired without a view to any distribution thereof and will not be sold or transferred other than pursuant to an effective registration thereof under said Act or pursuant to an exemption applicable under the Securities Act or the rules and regulations promulgated thereunder. The certificates evidencing any of such shares shall be appropriately amended to reflect their status as restricted securities as aforesaid. (g) If a Participant makes a disposition, within the meaning of Section 423(a) of the Code and regulations promulgated thereunder, of any share or shares of Common Stock issued to such Participant pursuant to the exercise of an option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of transfer of such share or shares of Common Stock to the Participant pursuant to such exercise, the Participant shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office. 12.08 Effective Date. The Plan shall become effective as of October 1, 1999, subject to approval by the holders of a majority of the shares of Common Stock present and represented at any special or annual meeting of the shareholders of the Company duly held within twelve (12) months after adoption of the Plan. If the Plan is not so approved, the Plan shall not become effective. 12.09 Effect of Plan. The provisions of the Plan shall, in accordance with its terms, be binding upon, and inure to the benefit of, all successors of each Participant, including, without limitation, such Participant's estate and the executors, administrators or trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy or representative of creditors of such Participant. EX-5.1 3 EXHIBIT 5.1 September 15, 1999 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 registration of up to 500,000 shares of common stock (the "Common Stock") of the Company, par value $.05, to be issued under the terms and conditions of the Countrywide Credit Industries, Inc. 1999 Employee Stock Purchase Plan (the "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 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 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, /s/ Sandor E. Samuels ---------------------------- Sandor E. Samuels, General Counsel EX-23.1 4 EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated April 21, 1999, 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, 1999, 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 September 17, 1999 -----END PRIVACY-ENHANCED MESSAGE-----