-----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, KeFdOGNZSR1/gI4ChaSX5FLZoJtB2zNNYU/O9LIxsRH5Z6fsmVZW0dI8rB6Zb+ny NFtXm4Dc81lfkcb+1/WF7A== 0000085149-00-000005.txt : 20000427 0000085149-00-000005.hdr.sgml : 20000427 ACCESSION NUMBER: 0000085149-00-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000426 EFFECTIVENESS DATE: 20000426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBFINANCIAL CORP CENTRAL INDEX KEY: 0000085149 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 562043000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-35606 FILM NUMBER: 608909 BUSINESS ADDRESS: STREET 1: 150 EAST 52ND STREET 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128131500 MAIL ADDRESS: STREET 1: 150 EAST 52ND ST STREET 2: 21ST FL CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: ROSES HOLDINGS INC DATE OF NAME CHANGE: 19970826 FORMER COMPANY: FORMER CONFORMED NAME: ROSES STORES INC DATE OF NAME CHANGE: 19920703 S-8 1 WEBFINANCIAL CORPORATION As filed with the Securities and Exchange Commission on April 26, 2000 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- WEBFINANCIAL CORPORATION (Exact name of registrant as specified in its charter) - -------------------------------------------------------------------------------- Delaware 56-2043000 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) - -------------------------------------------------------------------------------- 150 East 52nd Street New York, New York 10022 (Address of principal executive offices) (Zip code) WEBFINANCIAL CORPORATION LONG TERM STOCK INCENTIVE PLAN (Full title of the plan) Warren G. Lichtenstein President WebFinancial Corporation 150 East 52nd Street New York, New York 10022 (212) 813-1500 (Name, address and telephone number, including area code, of agent for service) -------------------------------------- CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------- Title of securities to be | Amount to be | Proposed maximum | Proposed maximum | Amount of registered | registered (1) | offering price | aggregate offering | registration | | per share (2) | price | fee - --------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------- | | | | Common Stock, par value | | | | $.001 per share | 800,000 shares | $4.21 | $3,368,000 (2) | $890 - ---------------------------------------------------------------------------------------------------------------
(1) Represents additional shares that may be granted under the Long Term Stock Incentive Plan, as amended and restated (the "Plan"), of WebFinancial Corporation (the "Company"). Previously, on June 29, 1995, Rose's Stores, Inc. ("Stores"), a predecessor of the Company, filed a registration statement on Form S-8 (Registration No. 333-60693) registering 700,000 shares of common stock of Stores under the Securities Act of 1933 (the "Act"), which represented shares that could be granted under the New Equity Compensation Plan (the "Stores Plan") of Stores. In August 1997, Stores was reorganized and became a wholly-owned subsidiary of Rose's Holdings, Inc. ("Holdings"), at which time the Plan was adopted by Holdings. On October 28, 1997, Holdings filed a registration statement on Form S-8 (Registration No. 333-38851) registering 500,000 shares of Holdings' common stock under the Act, which represented additional shares that could be granted under the Plan. At the annual meeting of the stockholders of Holdings on November 4, 1998, the stockholders approved (a) the merger of the Stores Plan into the Plan and (b) an additional 800,000 shares of common stock issuable under the Plan, thereby increasing the aggregate number of shares of common stock subject to options or awards under the Plan from 500,000 to 2,000,000 (including 700,000 shares issuable under the Stores Plan). At the annual meeting of stockholders of Holdings on June 15, 1999, the stockholders approved a proposal to change the name of the company to WebFinancial Corporation, and a Certificate of Amendment reflecting such change was filed in Delaware. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Act. The maximum offering price per share is based upon the average of the high and low sale prices of the common stock as reported on the NASDAQ SmallCap Market on April 20, 2000. EXPLANATORY NOTE The contents of the Registration Statement on Form S-8 of Stores, filed with the Securities and Exchange Commission on June 29, 1995 (Commission File No. 333-60693), relating to the registration of 700,000 shares of common stock, authorized for issuance under the Stores Plan, and the Registration Statement on Form S-8 of Holdings, filed with the Securities and Exchange Commission on October 28, 1997 (Commission File No. 333-38851), relating to the registration of 500,000 shares of common stock, authorized for issuance under the Plan, are incorporated by reference in their entirety herein in accordance with General Instruction E to Form S-8. This Registration Statement provides for the registration of an additional 800,000 shares of common stock authorized for issuance under the Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. EXHIBITS. 4.3 WebFinancial Corporation Long Term Stock Incentive Plan, as amended and restated (incorporated by reference to Annex 1 to the Company's Definitive Proxy Statement, filed October 6, 1998) * 5.1 Opinion of Proskauer Rose LLP *23.1 Consent of Independent Auditors 23.2 Consent of Proskauer Rose LLP (included in Exhibit 5.1) *24 Power of Attorney - --------------------- * Filed herewith SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 New York, State of New York on April 26, 2000. WEBFINANCIAL CORPORATION By: /s/ Warren G. Lichtenstein ------------------------------------ Warren G. Lichtenstein President, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signatures Title Date ---------- ----- ---- /s/ Warren G. Lichtenstein President, Chairman of the Board, April 26, 2000 - --------------------------- and Chief Executive Officer Warren G. Lichtenstein (principal executive officer and principal accounting officer) /s/ Jack L. Howard Vice President, Chief Financial April 26, 2000 - --------------------------- Officer (principal financial officer), Jack L. Howard and Director /s/ Earle C. May Director April 26, 2000 - --------------------------- Earle C. May /s/ Joseph L. Mullen Director April 26, 2000 - --------------------------- Joseph L. Mullen /s/ James Benenson, Jr. Director April 26, 2000 - --------------------------- James Benenson, Jr.
EXHIBIT 5.1 [Letterhead of Proskauer Rose LLP] April 25, 2000 WebFinancial Corporation 150 East 52nd Street 21st Floor New York, New York 10022 Dear Sirs: We are acting as counsel to WebFinancial Corporation, a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-8 with exhibits thereto (the "Registration Statement") filed by the Company under the Securities Act of 1933, as amended, and the rules and regulations thereunder, relating to the registration of 800,000 shares (the "Shares") of common stock, par value $.001 per share, of the Company to be issued by the Company pursuant to the WebFinancial Corporation Long Term Stock Incentive Plan (the "Plan"). As such counsel, we have participated in the preparation of the Registration Statement and have reviewed the corporate proceedings in connection with the adoption of the Plan. We have also examined and relied upon originals or copies, certified or otherwise authenticated to our satisfaction, of all such corporate records, documents, agreements and instruments relating to the Company and certificates of public officials and of representatives of the Company, and have made such investigations of law, and have discussed with representatives of the Company and such other persons such questions of fact, as we have deemed proper and necessary as a basis for rendering this opinion. Based upon, and subject to, the foregoing, we are of the opinion that the Shares are duly authorized and, upon issuance of the Shares in accordance with the terms of the Plan, will be, assuming no change in the applicable law or pertinent facts, validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ Proskauer Rose LLP Proskauer Rose LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors and Stockholders WebFinancial Corporation: We consent to the incorporation by reference in this Registration Statement on Form S-8 dated April 26, 2000 pertaining to the WebFinancial Corporation Long Term Stock Incentive Plan of our report dated March 24, 2000, relating to the consolidated balance sheets of WebFinancial Corporation and subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of operations, stockholders' equity, and cash flows for the year ended December 31, 1999, the eleven-month period ended December 31, 1998, and the year ended January 31, 1998, which report appears in the December 31, 1999 annual report on Form 10-K of WebFinancial Corporation and subsidiaries. /s/KPMG LLP Salt Lake City, Utah April 21, 2000 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Warren G. Lichtenstein and Jack L. Howard, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act, without the other, for him and in his name, place, and stead, in any and all capacities, to sign a Registration Statement on Form S-8 of WebFinancial Corporation (the "Company") and any or all amendments (including post-effective amendments) thereto, relating to the registration, under the Securities Act of 1933, as amended, of shares of Common Stock of the Company to be issued pursuant to the Company's Long Term Stock Incentive Plan 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 and agents, and each of them, 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 full to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. April 26, 2000 /s/ Warren G. Lichtenstein ------------------------------- Warren G. Lichtenstein /s/ Jack L. Howard ------------------------------- Jack L. Howard /s/ Earle C. May ------------------------------- Earle C. May /s/ Joseph L. Mullen ------------------------------- Joseph L. Mullen /s/ James Benenson, Jr. ------------------------------- James Benenson, Jr. -----END PRIVACY-ENHANCED MESSAGE-----