-----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, DPu2cllG1yNxo5wr9m+QSqRM1vR9FA85T7fEWK9he+7Jq6PEosVP/56NL0RnTDdR vFfmO3eTfH2Qt0KAsL7xcg== 0000950134-97-006381.txt : 19970825 0000950134-97-006381.hdr.sgml : 19970825 ACCESSION NUMBER: 0000950134-97-006381 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970822 EFFECTIVENESS DATE: 19970822 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEARCH FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0000318672 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 411356819 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-34213 FILM NUMBER: 97668489 BUSINESS ADDRESS: STREET 1: 600 N PEARL STREET STREET 2: SUITE 2500 CITY: DALLAS STATE: TX ZIP: 75201-2899 BUSINESS PHONE: 2149656000 MAIL ADDRESS: STREET 1: 600 N PEARL STREET STREET 2: SUITE 2500 CITY: DALLAS STATE: TX ZIP: 75201-2899 FORMER COMPANY: FORMER CONFORMED NAME: SEARCH CAPITAL GROUP INC DATE OF NAME CHANGE: 19930910 FORMER COMPANY: FORMER CONFORMED NAME: SEARCH NATURAL RESOURCES INC DATE OF NAME CHANGE: 19920703 S-8 1 FORM S-8 1 Registration No. 333-____________ =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------ Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------ SEARCH FINANCIAL SERVICES INC. (Exact name of registrant as specified in its charter) Delaware 41-1356819 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 600 North Pearl Street Suite 2500 Dallas, TX 75201 (Address of principal executive offices, including zip code) 1997 STOCK OPTION PLAN (Full title of the plan) Ellis A. Regenbogen, Esq. Executive Vice President and General Counsel Search Financial Services Inc. 600 North Pearl Street Suite 2500 Dallas, TX 75201 (Name and address of agent for service) (214) 965-6000 (Telephone number, including area code, of agent for service) ------------------ CALCULATION OF REGISTRATION FEE
==================================================================================================================== Proposed maximum Amount of Title of securities to be Amount to be offering price per Proposed maximum registration registered registered unit aggregate offering price fee - --------------------------- ---------------------- ----------------------- ------------------------- --------------- Common Stock, $.01 par value 1,250,000 shares $3.3125 (1) $4,140,625 (1) $1,254.73 ====================================================================================================================
(1) Determined pursuant to Rule 457(c) under the Securities Act of 1933, based on the average of the high and low sale prices for the Common Stock on August 19, 1997. =============================================================================== 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents constituting Part I of this Registration Statement with respect to registrant's 1997 Stock Option Plan will be sent or given to employees of registrant and its subsidiaries as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed by registrant with the Securities and Exchange Commission are incorporated herein by reference: (a) registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1997; (b) registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997; (c) registrant's Current Reports on Form 8-K dated April 14, May 1, May 16, June 25 and July 31, 1997; and (d) the description of registrant's Common Stock contained in registrant's registration statement on Form 8-A, including any amendments or reports filed for the purpose of updating such information. All documents subsequently filed by registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold, or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. -1- 3 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Delaware General Corporation Law, Section 102(b)(7) of the Delaware General Corporation Law provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the Delaware General Corporation Law, or (iv) of any transaction from which the director derived an improper personal benefit. Section 145 of the Delaware General Corporation Law provides as follows: "(a) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (b) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. -2- 4 (c) To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, by independent legal counsel in a written opinion, or (3) by the stockholders. (e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. (f) The indemnification and advancement of expenses provided by or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. (g) A corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this section. (h) For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. -3- 5 (i) For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. (k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligations to advance expenses (including attorneys' fees)." Restated Certificate of Incorporation. Paragraph ELEVENTH of the Restated Certificate of Incorporation states that registrant shall, to the fullest extent permitted by the Delaware General Corporation Law, indemnify any and all persons who it would have the power to indemnify under such law from and against any and all of the expenses, liabilities or other matters referred to in or covered by such law and, to the extent permitted under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his director or officer capacity and as to action in another capacity while holding such office. Such indemnification obligation will continue as to a person who has ceased to be a director, officer, employee or agent and inure to the benefit of his heirs, executors and administrators. Paragraph TWELFTH of the Restated Certificate of Incorporation states that, to the fullest extent permitted by the Delaware General Corporation Law, a director of registrant will not be liable to registrant or its shareholders for monetary damages for breach of fiduciary duty as a director. Bylaws. Article IX of registrant's Bylaws requires registrant to indemnify any person who was or is a party, or threatened to be made a party, to any suit or proceeding, by reason of the fact that he is or was an authorized representative of registrant for specified liabilities and expenses if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of registrant and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. The Board of Directors, by vote of a majority of those present at any meeting, may elect to exclude such person from such indemnification. The indemnified liabilities and expenses include, but are not limited to, legal fees and disbursements and amounts of judgments, fines or penalties against, and amounts paid in settlement by, the indemnified party. Registrant may advance any reasonable expense incurred by the indemnified party prior to the final disposition of any claim, action, suit or proceeding if it receives an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification. These indemnification rights are in addition to any other indemnification rights to which the person may be entitled under any -4- 6 agreement, vote of stockholders, the Restated Certificate of Incorporation, or as a matter of law or otherwise. The directors and officers of registrant are insured (subject to certain exceptions and deductions) against liabilities which they may incur in their capacity as such, including liabilities under the Securities Act of 1933, under a liability insurance policy carried by registrant. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. Exhibit No. Description ----------- ----------- 4 1997 Stock Option Plan 5 Opinion regarding legality of the securities being registered 23.1 Consent of BDO Seidman, LLP 23.2 Consent of counsel (included in Exhibit No. 5) ITEM 9. UNDERTAKINGS. The undersigned registrant hereby undertakes (1) to file, during any period in which offers or sales are being made of the securities registered hereby, 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 undertakings set forth in paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. -5- 7 (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 undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and each filing of the annual report of the Plan 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 registrant pursuant to the foregoing provisions, or otherwise, registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, registrant 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 Act and will be governed by the final adjudication of such issue. -6- 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Dallas, State of Texas, on the 22nd day of August, 1997. SEARCH FINANCIAL SERVICES INC. By: /s/ George C. Evans --------------------------------- George C. Evans, Chairman and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, George C. Evans, Robert D. Idzi and Ellis A. Regenbogen, or any of them, with full power to act alone, his true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or any of them may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1993, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ George C. Evans Chairman of the Board, Chief Executive August 22, 1997 - --------------------------------------- Officer and Director George C. Evans /s/ Glen Adams Director August 22, 1997 - --------------------------------------- Glen Adams /s/ Richard F. Bonini Director August 22, 1997 - --------------------------------------- Richard F. Bonini /s/ William H. T. Bush Director August 22, 1997 - --------------------------------------- William H. T. Bush /s/ Anthony J. Dellavechia Director August 22, 1997 - --------------------------------------- Anthony J. Dellavechia /s/ Frederick S. Hammer Director August 22, 1997 - --------------------------------------- Frederick S. Hammer
-7- 9 /s/ Luther H. Hodges, Jr. Director August 22, 1997 - --------------------------------------- Luther H. Hodges, Jr. /s/ James F. Leary Director August 22, 1997 - --------------------------------------- James F. Leary /s/ A. Brean Murray Director August 22, 1997 - --------------------------------------- A. Brean Murray /s/ Douglas W. Powell Director August 22, 1997 - --------------------------------------- Douglas W. Powell /s/ Barry W. Ridings Director August 22, 1997 - --------------------------------------- Barry W. Ridings /s/ James B. Stuart, Jr. Director August 22, 1997 - --------------------------------------- James B. Stuart, Jr. /s/ Robert D. Idzi Senior Executive Vice President, Chief August 22, 1997 - --------------------------------------- Financial Officer and Treasurer Robert D. Idzi /s/ Andrew D. Plagens Senior Vice President, Controller and August 22, 1997 - --------------------------------------- Chief Accounting Officer Andrew D. Plagens
-8- 10 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT - ------ ----------------------- 4 1997 Stock Option Plan 5 Opinion regarding legality of the securities being registered 23.1 Consent of BDO Seidman, LLP 23.2 Consent of counsel (included in Exhibit No. 5)
EX-4 2 1997 STOCK OPTION PLAN 1 EXHIBIT 4 SEARCH FINANCIAL SERVICES INC. 1997 STOCK OPTION PLAN I. PURPOSE. The purpose of the 1997 Stock Option Plan is to attract and retain directors, officers and other key employees for Search Financial Services Inc., a Delaware corporation, and its Subsidiaries and to provide to such persons incentives and rewards for superior performance. II. DEFINITIONS. As used in this Plan, A. "Appreciation Right" means a right granted pursuant to Section 5 of this Plan, including a Free-standing Appreciation Right and a Tandem Appreciation Right. B. "Base Price" means the price to be used as the basis for determining the Spread upon the exercise of a Free-standing Appreciation Right. C. "Board" means the Board of Directors of the Company and, to the extent of any delegation by the Board to a committee (or subcommittee thereof) pursuant to Section 12 of this Plan, such committee (or subcommittee). D. "Change in Control" shall have the meaning set forth in Section 9 of this Plan. E. "Code" means the Internal Revenue Code of 1986, as amended from time to time. F. "Common Shares" means the shares of common stock, par value $0.01 per share, of the Company or any security into which such Common Shares may be changed by reason of any transaction or event of the type referred to in Section 8 of this Plan. G. "Company" means Search Financial Services Inc., a Delaware corporation. H. "Date of Grant" means the date specified by the Board on which a grant of Option Rights or Appreciation Rights shall become effective (which date shall not be earlier than the date on which the Board takes action with respect thereto). I. "Director" means a member of the Board of Directors of the Company. J. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time. K. "Free-standing Appreciation Right" means an Appreciation Right granted pursuant to Section 5 of this Plan that is not granted in tandem with an Option Right. L. "Incentive Stock Options" means Option Rights that are intended to qualify as "incentive stock options" under Section 422 of the Code or any successor provision. 2 M. "Market Value per Share" means, as of any particular date, (i) the closing sale price per Common Share as reported on the principal exchange on which Common Shares are then trading, if any, or, if applicable, the NASDAQ National Market System, on the trading day immediately preceding such date, or if there are no sales on such immediately preceding trading day, on the next preceding trading day during which a sale occurred, or (ii) if clause (i) does not apply, the fair market value of the Common Shares as determined by the Board. N. "Non-Employee Director" means a Director who is not an employee of the Company or any Subsidiary. O. "Optionee" means the optionee named in an agreement evidencing an outstanding Option Right. P. "Option Price" means the purchase price payable on exercise of an Option Right. Q. "Option Right" means the right to purchase Common Shares upon exercise of an option granted pursuant to Section 4 or Section 6 of this Plan. R. "Participant" means a person who is selected by the Board to receive benefits under this Plan and who is at the time an officer, or other key employee of the Company or any one or more of its Subsidiaries, or who has agreed to commence serving in any of such capacities within 90 days of the Date of Grant, and shall also include each Non-Employee Director who receives an award of Option Rights. S. "Plan" means this Search Financial Services Inc. 1997 Stock Option Plan. T. "Reload Option Rights" means additional Option Rights granted automatically to an Optionee upon the exercise of Option Rights pursuant to Section 4(f) of this Plan. U. "Spread" means, in the case of a Free-standing Appreciation Right, the excess of the Market Value per Share on the date when the Appreciation Right is exercised over the Base Price specified therein, or, in the case of a Tandem Appreciation Right, the excess of the Market Value per Share on the date when the Appreciation Right is exercised over the Option Price provided for in the related Option Right. V. "Subsidiary" means a corporation, company or other entity (i) more than 50 percent of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than 50 percent of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company except that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, "Subsidiary" means any corporation in which at the time the Company owns or controls, directly or indirectly, more than 50 percent of the -2- 3 total combined voting power represented by all classes of stock issued by such corporation. W. "Tandem Appreciation Right" means an Appreciation Right granted pursuant to Section 5 of this Plan that is granted in tandem with an Option Right. X. "Voting Power" means at any time, the total votes relating to the then-outstanding securities entitled to vote generally in the election of Directors. III. SHARES AVAILABLE UNDER THE PLAN. A. Subject to adjustment as provided in Section 8 of this Plan, the number of Common Shares that may be issued or transferred upon the exercise of Option Rights or Appreciation Rights shall not exceed in the aggregate 1,000,000 Common Shares, plus any shares described in Section 3(b) below. Such shares may be shares of original issuance or treasury shares or a combination of the foregoing. B. The number of shares available in Section 3(a) above shall be adjusted to account for shares relating to awards that expire or are forfeited, or are transferred, surrendered, or relinquished upon the payment of any Option Price by the transfer to the Company of Common Shares or upon satisfaction of any withholding amount. C. Notwithstanding anything in this Section 3, or elsewhere in this Plan, to the contrary, (i) the aggregate number of Common Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options shall not exceed 1,250,000 shares; (ii) no Participant shall be granted Option Rights and Appreciation Rights, in the aggregate, for more than 250,000 Common Shares during any fiscal year of the Company, subject to adjustments as provided in Section 8 of this Plan; and (iii) no Non-Employee Director shall be granted Option Rights and Appreciation Rights, in the aggregate, for more than 10,000 Common Shares during any fiscal year of the Company, subject to adjustments as provided in Section 8 of this Plan. D. Upon payment in cash of the benefit provided by any award granted under this Plan, any shares that were covered by that award shall again be available for issue or transfer hereunder. IV. OPTION RIGHTS. The Board may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of options to purchase Common Shares. Each such grant may utilize any or all of the authorizations, and shall be subject to all of the requirements, contained in the following provisions: A. Each grant shall specify the number of Common Shares to which it pertains subject to the limitations set forth in Section 3 of this Plan. B. Each grant shall specify an Option Price per share, which shall not be less than the Market Value per Share on the Date of Grant. C. Each grant shall specify whether the Option Price shall be payable (i) in cash or by check acceptable to the Company, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Optionee for at least six months having a value at the time of exercise equal to the total Option Price, or (iii) by a combination of such methods of payment. -3- 4 D. Any grant may provide for deferred payment of the Option Price from the proceeds of sale through a broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates. E. Any grant may provide for payment of the Option Price, at the election of the Optionee, in installments upon terms determined by the Board. In any case, unless the Board otherwise determines, the Option Price shall bear interest at the Company's then average cost of borrowing as determined by Board at the date of exercise, and adjusted quarterly thereafter. F. Any grant may, at or after the Date of Grant, provide for the automatic grant of Reload Option Rights to an Optionee upon the exercise of Option Rights (including Reload Option Rights) using Common Shares. Reload Option Rights shall cover up to the number of Common Shares or Option Rights surrendered to the Company upon any such exercise in payment of the Option Price or to meet any withholding obligations. Reload Option Rights shall have an Option Price that is no less than the applicable Market Value per Share at the time of exercise and shall be on such other terms as may be specified by the Board, which may be the same as or different from those of the original Option Rights. G. Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. H. Each grant shall specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable and may provide for the earlier exercise of such Option Rights in the event of a Change in Control or other similar transaction or event. I. Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended so to qualify, or (iii) combinations of the foregoing. J. The exercise of an Option Right shall result in the cancellation on a share-for-share basis of any related Appreciation Right authorized under Section 5 of this Plan. K. No Option Right shall be exercisable more than 10 years from the Date of Grant. L. Each grant of Option Rights shall be evidenced by an agreement executed on behalf of the Company by an officer and delivered to the Optionee and containing such terms and provisions, consistent with this Plan, as the Board may approve. V. APPRECIATION RIGHTS. The Board may also authorize the granting to any Optionee of Appreciation Rights; provided, however, that an Appreciation Right awarded in relation to an Incentive Stock -4- 5 Option must be granted concurrently with such Incentive Stock Option. An Appreciation Right shall be a right of the Optionee to receive from the Company an amount determined by the Board, which shall be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise of the Appreciation Right. Each such grant may utilize any or all of the authorizations, and shall be subject to all of the requirements, contained in the following provisions: A. Any grant may specify that the amount payable on exercise of an Appreciation Right may be paid by the Company in cash, in Common Shares owned by the Optionee for at least six months or in any combination thereof and may either grant to the Optionee or retain in the Board the right to elect among those alternatives. B. Any grant may specify that the amount payable on exercise of an Appreciation Right may not exceed a maximum specified by the Board at the Date of Grant. C. Any grant may specify waiting periods before exercise and permissible exercise dates or periods. D. Any grant may specify that such Appreciation Right may be exercised earlier or only in the event of a Change in Control or other similar transaction or event. E. Each grant of Appreciation Rights shall be evidenced by a notification executed on behalf of the Company by an officer and delivered to and accepted by the Optionee, which notification shall describe such Appreciation Rights, identify the related Option Rights, if any, state that such Appreciation Rights are subject to all the terms and conditions of this Plan, and contain such other terms and provisions, consistent with this Plan, as the Board may approve. F. Regarding Tandem Appreciation Rights only: Each grant shall provide that a Tandem Appreciation Right may be exercised only at a time when the related Option Right is also exercisable and the Spread is positive and by surrender of the related Option Right for cancellation. G. Regarding Free-standing Appreciation Rights only: 1. Each grant shall specify in respect of each Free-standing Appreciation Right a Base Price per Common Share, which shall be equal to or greater or less than the Market Value per Share on the Date of Grant; 2. Successive grants may be made to the same Participant regardless of whether any Free-standing Appreciation Rights previously granted to the Participant remain unexercised; 3. Each grant shall specify the period or periods of continuous employment of the Participant by the Company or any Subsidiary that are necessary before the Free-standing Appreciation Rights or installments thereof shall become exercisable, and any grant may provide for the earlier exercise of the Free-standing Appreciation Rights in the event of a Change in Control or other similar transaction or event; and -5- 6 4. No Free-standing Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant. VI. AWARDS TO NON-EMPLOYEE DIRECTORS. The Board may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Non-Employee Directors of Option Rights. Each grant of Option Rights awarded pursuant to this Section 6 shall be upon terms and conditions consistent with Section 4 of this Plan and shall be evidenced by an agreement in such form as shall be approved by the Board. Each grant shall specify an Option Price per share, which shall not be less than the Market Value per Share on the Date of Grant. Each such Option Right granted under the Plan shall expire not more than 10 years from the Date of Grant and shall be subject to earlier termination as hereinafter provided. Unless otherwise determined by the Board, such Option Rights shall be subject to the following additional terms and conditions: A. Each grant shall specify the number of Common Shares to which it pertains subject to the limitations set forth in Section 3 of this plan. B. Each such Option Right shall become exercisable to the extent of one-third of the number of shares covered thereby one year after the Date of Grant and to the extent of an additional one-third of such shares after each of the next two successive years thereafter. Such Option Rights shall become exercisable in full immediately in the event of a Change in Control. C. In the event of the termination of service on the Board by the holder of any such Option Rights, other than by reason of disability or death, the then outstanding Option Rights of such holder may be exercised only to the extent that they were exercisable on the date of such termination and shall expire 90 days after such termination, or on their stated expiration date, whichever occurs first. D. In the event of the death or disability of the holder of any such Option Rights, each of the then outstanding Option Rights of such holder may be exercised at any time within one year after such death or disability, but in no event after the expiration date of the term of such Option Rights. E. If a Non-Employee Director subsequently becomes an employee of the Company or a Subsidiary while remaining a member of the Board, any Option Rights held under the Plan by such individual at the time of such commencement of employment shall not be affected thereby. F. Option Rights may be exercised by a Non-Employee Director only upon payment to the Company in full of the Option Price of the Common Shares to be delivered. Such payment shall be made in cash or in Common Shares previously owned by the optionee for at least six months, or in a combination of cash and such Common Shares. VII. TRANSFERABILITY. A. Except as otherwise determined by the Board, no Option Right or Appreciation Right granted under the Plan shall be transferable by an Optionee other than by will or the laws of descent and distribution. Except as otherwise determined by the -6- 7 Board, Option Rights and Appreciation Rights shall be exercisable during the Optionee's lifetime only by him or her or by his or her guardian or legal representative. B. The Board may specify at the Date of Grant that part or all of the Common Shares that are to be issued or transferred by the Company upon the exercise of Option Rights or Appreciation Rights shall be subject to further restrictions on transfer. VIII. ADJUSTMENTS. The Board may make or provide for such adjustments in the numbers of Common Shares covered by outstanding Option Rights or Appreciation Rights granted hereunder, in the prices per share applicable to such Option Rights and Appreciation Rights and in the kind of shares covered thereby, as the Board, in its sole discretion, exercised in good faith, may determine is equitably required to prevent dilution or enlargement of the rights of Participants or Optionees that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event, the Board, in its discretion, may provide in substitution for any or all outstanding awards under this Plan such alternative consideration as it, in good faith, may determine to be equitable in the circumstances and may require in connection therewith the surrender of all awards so replaced. The Board may also make or provide for such adjustments in the numbers of shares specified in Section 3 of this Plan as the Board in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or event described in this Section 8. IX. CHANGE IN CONTROL. For purposes of this Plan, a "Change in Control" shall mean if at any time any of the following events shall have occurred: A. The Company is merged or consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of securities entitled to vote generally in the election of Directors immediately prior to such transaction; B. The Company sells or otherwise transfers all or substantially all of its assets to any other corporation or other legal person, less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Common Shares immediately prior to such sale or transfer; C. There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Exchange Act, disclosing that any person (as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 20% or more of the Voting Power; D. The Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K -7- 8 or Schedule 14A (or any successor schedule, form or report or item therein) that a change in control of the Company has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction; or E. If during any period of two consecutive years, individuals who at the beginning of any such period constitute the Directors cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's stockholders, of each Director first elected during such period was approved by a vote of at least two-thirds of the Directors then still in office who were Directors at the beginning of any such period. F. Notwithstanding the foregoing provisions of Sections 9(c) and (d) above, a "Change in Control" shall not be deemed to have occurred for purposes of this Plan (i) solely because (A) the Company; (B) a Subsidiary; or (C) any Company-sponsored employee stock ownership plan or other employee benefit plan of the Company either files or becomes obligated to file a report or proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) under the Exchange Act, disclosing beneficial ownership by it of shares, whether in excess of 20% of the Voting Power or otherwise, or because the Company reports that a change of control of the Company has or may have occurred or will or may occur in the future by reason of such beneficial ownership or (ii) solely because of a change in control of any Subsidiary. X. FRACTIONAL SHARES. The Company shall not be required to issue any fractional Common Shares pursuant to this Plan. The Board may provide for the elimination of fractions or for the settlement of fractions in cash. XI. WITHHOLDING TAXES. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld, which arrangements (in the discretion of the Board) may include relinquishment of a portion of such benefit. The Company and a Participant or such other person may also make similar arrangements with respect to the payment of any taxes with respect to which withholding is not required. XII. ADMINISTRATION OF THE PLAN. A. This Plan shall be administered by the Board, which may from time to time delegate all or any part of its authority under this Plan to a committee of the Board (or subcommittee thereof) consisting of not less than two Non-Employee Directors appointed by the Board. A majority of the committee (or subcommittee) shall constitute a quorum, and the action of the members of the committee (or subcommittee) present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the committee (or subcommittee). To the extent of any such delegation, references in this Plan to the Board shall be deemed to be references to any such committee or subcommittee. -8- 9 B. The interpretation and construction by the Board of any provision of this Plan or of any agreement, notification or document evidencing the grant of Option Rights or Appreciation Rights and any determination by the Board pursuant to any provision of this Plan or of any such agreement, notification or document shall be final and conclusive. No member of the Board shall be liable for any such action or determination made in good faith. XIII. AMENDMENTS, ETC. A. The Board may at any time and from time to time amend the Plan in whole or in part; provided, however, that any amendment that must be approved by the stockholders of the Company in order to comply with applicable law or the rules of the principal national securities exchange upon which the Common Shares are traded or quoted or, if applicable, the NASDAQ National Market System, shall not be effective unless and until such approval has been obtained. Presentation of this Plan or any amendment hereof for stockholder approval shall not be construed to limit the Company's authority to offer similar or dissimilar benefits under other plans without stockholder approval. B. The Board also may permit Participants to elect to defer the issuance of Common Shares or the settlement of awards in cash under the Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan. C. The Board may condition the grant of any award or combination of awards authorized under this Plan on the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant. D. In case of termination of employment by reason of death, disability or normal or early retirement, or in the case of hardship or other special circumstances, of a Participant who holds an Option Right or Appreciation Right not immediately exercisable in full, or who holds Common Shares subject to any transfer restriction imposed pursuant to Section 7(b) of this Plan, the Board may, in its sole discretion, accelerate the time at which such Option Right or Appreciation Right may be exercised or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award. E. This Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor shall it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant's employment or other service at any time. F. To the extent that any provision of this Plan would prevent any Option Right that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision shall be null and void with respect to such Option Right. Such provision, however, shall remain in effect for other Option Rights and there shall be no further effect on any provision of this Plan. XIV. TERMINATION. No grant shall be made under this Plan more than 10 years after the date on which this Plan is first approved by the stockholders of the Company, but all grants made on or prior to such date shall continue in effect thereafter subject to the terms thereof and of this Plan. -9- EX-5 3 OPINION RE: LEGALITY OF THE SECURITIES 1 EXHIBIT 5 SEARCH FINANCIAL SERVICES INC. 600 N. Pearl Street, Suite 2500 Dallas, TX 75201 214-965-6000 Fax 214-965-6130 August 22, 1997 Search Financial Services Inc. 600 N. Pearl Street, Suite 2500 Dallas, TX 75201 Re: Form S-8 Registration Statement of Search Financial Services Inc.; Registration of 1,250,000 Shares of Common Stock, $.01 par value, under the Search Financial Services Inc. 1997 Stock Option Plan Ladies and Gentlemen: I am the Executive Vice President and General Counsel of Search Financial Services Inc., a Delaware corporation (the "Company"), and have acted as counsel to the Company in connection with the execution and filing of the Company's Registration Statement on Form S-8, filed with the Securities and Exchange Commission on the date hereof (the "Registration Statement"), providing for the registration of 1,250,000 shares of Common Stock, $.01 par value per share, of the Company (the "Shares"), issuable by the Company in connection with the Company's 1997 Stock Option Plan (the "Plan"). I am rendering this opinion to you pursuant to Item 601(b) (5) of Regulation S-K promulgated by the Securities and Exchange Commission. As counsel for the Company, I am generally familiar with the corporate affairs of the Company and its subsidiaries and the terms of the Plan. In furnishing this opinion, I have examined such corporate and other records as I have deemed necessary or appropriate to provide a basis for the opinion set forth below. Based thereon, I am of the opinion that the Shares that may be issued pursuant to the Plan have been duly authorized and, when issued in accordance with the Plan and the authorized forms of Stock Option Agreements applicable thereto, will be validly issued, fully paid and non-assessable so long as the consideration received by the Company for the Shares is at least equal to their par value. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ ELLIS A. REGENBOGEN Ellis A. Regenbogen EX-23.1 4 CONSENT OF BDO SEIDMAN, LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Search Financial Services Inc. Dallas, Texas We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement (Form S-8) pertaining to the Search Financial Services Inc. 1997 Stock Option Plan of our report dated May 23, 1997, relating to the consolidated financial statements of Search Financial Services Inc. appearing in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1997. /s/ BDO Seidman, LLP BDO SEIDMAN, LLP Dallas, Texas August 22, 1997 -----END PRIVACY-ENHANCED MESSAGE-----