-----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, N3xNcuWbzisRpARocF+UYzUd8IBR8J5brM7un30jgSi/zG2eRwARtoAdskKJdgSB LPg3xfiT0HC8oon7tc1mcg== 0001095811-01-504669.txt : 20010831 0001095811-01-504669.hdr.sgml : 20010831 ACCESSION NUMBER: 0001095811-01-504669 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010830 EFFECTIVENESS DATE: 20010830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY NATIONAL FINANCIAL INC /DE/ CENTRAL INDEX KEY: 0000809398 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 860498599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-68690 FILM NUMBER: 1728001 BUSINESS ADDRESS: STREET 1: 17911 VON KARMAN AVE STREET 2: STE 300 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9496225000 MAIL ADDRESS: STREET 1: MLISS JONES KANE STREET 2: 17911 VON KARMAN AVE STE 300 CITY: IRVINE STATE: CA ZIP: 92614 S-8 1 a75443ors-8.txt FORM S-8 1 As Filed With the Securities and Exchange Commission on August 30, 2001 Registration No. 333-__________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON. D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- FIDELITY NATIONAL FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 86-0498599 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization)
17911 Von Karman Avenue, Suite 300, Irvine, CA 92614 ---------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) ---------- 2001 STOCK INCENTIVE PLAN 1998 STOCK INCENTIVE PLAN 1987 EMPLOYEE STOCK PURCHASE PLAN --------------------------------- (Full title of the plans) ---------- Peter T. Sadowski, Esq. Executive Vice President and General Counsel Fidelity National Financial, Inc. 17911 Von Karman Avenue, Suite 300, Irvine, CA 92614 ---------------------------------------------------- (Name and address of agent for service) (949) 622-5000 -------------- (Telephone number, including area code, of agent for service) Copies to: C. Craig Carlson, Esq. Stradling Yocca Carlson & Rauth, a Professional Corporation 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660 (949) 725-4000 2 CALCULATION OF REGISTRATION FEE
================================================================================================================== Proposed Maximum Proposed Maximum Title of Securities Amount To Be Offering Aggregate Offering Amount of To Be Registered Registered(1) Price Per Share(2) Price(2) Registration Fee ================================================================================================================== Common Stock, $.0001 par value 4,180,000(3) shares $23.82 $99,567,600 $24,891.90 Common Stock, $.0001 par value 2,200,000(4) shares $23.82 $ 52,404,000 $ 13,101 Common Stock, $.0001 par value 2,200,000(5) shares $23.82 $ 52,404,000 $ 13,101 ================================================================================================================== Totals: 8,580,000 shares $204,375,600 $51,093.90 ==================================================================================================================
(1) Also registered hereunder are an indeterminate number of shares which may become issuable pursuant to the anti-dilution adjustment provisions of the Registrant's 2001 Stock Option Plan (the "2001 Plan") and the 1998 Stock Incentive Plan (the "1998 Plan"), and/or which may become issuable under the Registrant's 1987 Employee Stock Purchase Plan (the "1987 Plan") by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock. (2) In accordance with Rule 457(h), the aggregate offering price for shares of Common Stock available for future grant under the 2001 Plan, the 1998 Plan and the 1987 Plan, registered hereby is estimated, solely for purposes of calculating the registration fee, on the basis of the price of securities of the same class, as determined in accordance with Rule 457(c), using the average of the high and low prices reported by the New York Stock Exchange for the Common Stock on August 28, 2001, which was $23.82 per share. (3) Issuable pursuant to the 2001 Plan (adjusted to reflect the Registrant's ten percent stock dividend on August 23, 2001 and the automatic annual increases in shares eligible under the 2001 Plan through the life of the plan). (4) Additional shares issuable pursuant to the 1998 Plan (increase adjusted to reflect the Registrant's ten percent stock dividend on August 23, 2001). An aggregate of 5,588,000 shares of Common Stock available for issuance under the 1998 Plan (adjusted to reflect the Registrant's ten percent stock dividend on August 23, 2001) were registered on Registration Statements on Form S-8 filed on December 26, 2000 (Registration No. 333-52744) and August 10, 1998 (Registration No. 333-61111). (5) Additional shares issuable pursuant to the 1987 Plan (increase adjusted to reflect the Registrant's ten percent stock dividend on August 23, 2001). An aggregate of 9,663,060 shares of Common Stock available for issuance under the 1987 Plan (adjusted to reflect the Registrant's stock splits or stock dividends on February 2, 1996, January 7, 1997, January 14, 1998, January 12, 1999 and August 23, 2001) were registered on Registration Statements on Form S-8 filed on August 21, 1995 (Registration No. 33-61983), June 22, 1993 (Registration No. 33-64836), February 13, 1992 (Registration No. 33-45709), June 9, 1987 (Registration No. 33-15008) and June 8, 1987 (Registration No. 33-15027). 3 PART I In accordance with the rules and regulations of the Securities and Exchange Commission, the documents containing the information called for by Part I of Form S-8 will be sent or given to individuals who participate in the Fidelity National Financial, Inc. 2001 Stock Incentive Plan, the 1998 Stock Incentive Plan who have been granted stock options under such plans, and to individuals who have participated in the 1987 Employee Stock Purchase Plan, and are not being filed with or included in this Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by Fidelity National Financial, Inc. (the "Registrant" or the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference in this registration statement: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000; (b) The Company's Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2001 and March 31, 2001; (c) The Company's Current Reports on Form 8-K, as filed on August 24, 2001, August 13, 2001, January 17, 2001 and January 16, 2001; (d) The Company's Proxy Statement as filed on June 19, 2001; and (e) The description of the Registrant's common stock, par value $.0001 per share (the "Common Stock"), contained in the Registrant's Registration Statement filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all of such 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, except as to any portion of any future annual or quarterly report to stockholders or document that is not deemed filed under such provisions. For the purposes of this Registration Statement, any statement in a document incorporated by reference shall be deemed to be modified or superseded to the extent that a statement contained in this Registration Statement modifies or supersedes a statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. The contents of the Registrant's Registration Statements on Form S-8 (Registration Nos. 333-52744, 333-61111, 33-61983, 33-64836, 33-45709, 33-15008, and 33-15027) are incorporated herein by reference. 4 ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant's Certificate of Incorporation limits, to the maximum extent permitted by Delaware law, the personal liability of directors for monetary damages for breach of their fiduciary duties as a director. The Registrant's Bylaws provide that the Registrant shall indemnify its officers and directors and may indemnify its employees and other agents to the fullest extent permitted by Delaware Law. Section 145 of the DGCL provides that a corporation may indemnify any person made a party to an action (other than an action by or in the right of the corporation) by reason of the fact that he or she was a director, officer, employee or agent of the corporation or was serving at the request of the corporation against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action (other than an action by or in the right of the corporation), has no reasonable cause to believe his or her conduct was unlawful. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following exhibits are filed as part of this Registration Statement:
Number Description - ------ ----------- 4.1 2001 Stock Incentive Plan (incorporated by reference to exhibit 10.69 to the Registrant's Quarterly Report on Form 10Q, filed on August 3, 2001). 4.2 1998 Stock Incentive Plan (incorporated by reference to exhibit 10.68 to the Registrant's Quarterly Report on Form 10Q, filed on August 3, 2001). 4.3 1987 Employee Stock Purchase Plan (incorporated by reference to exhibit 10.70 to the Registrant's Quarterly Report on Form 10Q, filed on August 3, 2001). 5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation. 23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation (included in the Opinion
5 filed as Exhibit 5.1). 23.2 Consent of KPMG LLP, independent auditors. 24.1 Power of Attorney (included on the signature page).
ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant 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 paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant 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. (b) 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 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. (c) 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, the 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 6 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, the 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. 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Barbara, State of California, on the 28th day of August, 2001. FIDELITY NATIONAL FINANCIAL, INC. By: /s/ WILLIAM P. FOLEY, II ------------------------------------ William P. Foley, II Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY We, the undersigned directors and officers of Fidelity National Financial, Inc., do hereby make, constitute and appoint William P. Foley, II and Alan L. Stinson, and each of them acting individually, our true and lawful attorneys-in-fact and agents, with power to act without any other and with full power of substitution, to do any and all acts and things in our name and behalf in our capacities as directors and officers, to sign any and all amendments (including post-effective amendments) to this Registration Statement, or any related Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ WILLIAM P. FOLEY, II Chairman of the Board and August 28, 2001 - -------------------------------- Chief Executive Officer William P. Foley, II (Principal Executive Officer) /s/ ALAN L. STINSON Executive Vice President, August 28, 2001 - -------------------------------- Chief Financial Officer Alan L. Stinson (Principal Financial and Accounting Officer)
8
Signature Title Date --------- ----- ---- /s/ Frank P. Willey Director August 28, 2001 - -------------------------------- Frank P. Willey /s/ William A. Imparato Director August 28, 2001 - -------------------------------- William A. Imparato /s/ Donald M. Koll Director August 28, 2001 - -------------------------------- Donald M. Koll /s/ Daniel D. (Ron) Lane Director August 28, 2001 - -------------------------------- Daniel D. (Ron) Lane /s/ General William Lyon Director August 28, 2001 - -------------------------------- General William Lyon /s/ Philip G. Heasley Director August 28, 2001 - -------------------------------- Philip G. Heasley Director _________ ___, 2001 - -------------------------------- J. Thomas Talbot /s/ Cary H. Thompson Director August 28, 2001 - -------------------------------- Cary H. Thompson Director _________ ___, 2001 - -------------------------------- John J. Burns, Jr.
9
Signature Title Date --------- ----- ---- /s/ Richard P. Toft Director August 28, 2001 - -------------------------------- Richard P. Toft Director _________ ___, 2001 - -------------------------------- John Farrell, Jr.
10 EXHIBIT INDEX
Number Description - ------ ----------- 4.1 2001 Stock Incentive Plan (incorporated by reference to exhibit 10.69 to the Registrant's Quarterly Report on Form 10Q, filed on August 3, 2001). 4.2 1998 Stock Incentive Plan (incorporated by reference to exhibit 10.68 to the Registrant's Quarterly Report on Form 10Q, filed on August 3, 2001). 4.3 1987 Employee Stock Purchase Plan (incorporated by reference to exhibit 10.70 to the Registrant's Quarterly Report on Form 10Q, filed on August 3, 2001). 5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation. 23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation (included in the Opinion filed as Exhibit 5.1). 23.2 Consent of KPMG LLP, independent auditors. 24.1 Power of Attorney (included on the signature page).
EX-5.1 3 a75443orex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5.1 OPINION OF STRADLING YOCCA CARLSON & RAUTH, A PROFESSIONAL CORPORATION August 28, 2001 Fidelity National Financial, Inc. 17911 Von Karman Avenue Suite 300 Irvine, CA 92614 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: At your request, we have examined the form of Registration Statement on Form S-8 (the "Registration Statement") being filed by Fidelity National Financial, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of (i) an aggregate of 4,180,000 shares of the Company's common stock , $.0001 par value ("Common Stock"), issuable under the Company's 2001 Stock Incentive Plan (the "2001 Plan"); (ii) an aggregate of 2,200,000 shares of the Common Stock issuable under the Company's 1998 Stock Incentive Plan, as amended (the "1998 Plan"); and (iii) 2,200,000 shares of Common Stock issuable under the Company's 1987 Employee Stock Purchase Plan (the "1987 Plan"). We have examined the proceedings heretofore taken and are familiar with the additional proceedings proposed to be taken by the Company in connection with the authorization, issuance and sale of the securities referred to above. Based on the foregoing, it is our opinion that the 4,180,000, 2,200,000 and 2,200,000 shares of Common Stock, when issued under the 2001 Plan, 1998 Plan, and 1987 Plan, respectively, and against full payment therefor in accordance with the terms and conditions of the 2001 Plan, 1998 Plan, and 1987 Plan will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, STRADLING YOCCA CARLSON & RAUTH EX-23.2 4 a75443orex23-2.txt EXHIBIT 23.2 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Fidelity National Financial, Inc.: We consent to the use of our reports incorporated herein by reference in the registration statement. Los Angeles, California August 29, 2001 -----END PRIVACY-ENHANCED MESSAGE-----