-----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, O3iUIPcQDYYcup79NiSbIoeoI3Vzk0/3bTE3lLSY+zmCt6i2/cHM9FFmsYnpbAjg zgDh4dLcUckOhyFSlq/m+Q== 0000950124-01-502722.txt : 20010814 0000950124-01-502722.hdr.sgml : 20010814 ACCESSION NUMBER: 0000950124-01-502722 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010810 EFFECTIVENESS DATE: 20010810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT ACCEPTANCE CORPORATION CENTRAL INDEX KEY: 0000885550 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 381999511 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-67348 FILM NUMBER: 1705278 BUSINESS ADDRESS: STREET 1: 25505 W TWELVE MILE RD STREET 2: STE 3000 CITY: SOUTHFIELD STATE: MI ZIP: 48034-8334 BUSINESS PHONE: 8103532700 MAIL ADDRESS: STREET 1: 25505 WEST TWELVE MILE ROAD STREET 2: SUITE 3000 CITY: SOUTHFIELD STATE: MI ZIP: 48034-8334 S-8 1 k64386s-8.txt REGISTRATION STATEMENT ON FORM S-8 1 Registration No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CREDIT ACCEPTANCE CORPORATION (Exact name of registrant as specified in its charter) Michigan 38-1999511 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 25505 West Twelve Mile, Suite 3000 Southfield, Michigan 48034 (Address of principal executive offices, including zip code) CREDIT ACCEPTANCE CORPORATION 1992 STOCK OPTION PLAN, AS AMENDED AND RESTATED THROUGH MAY 1999 (Full title of the Plan) Brett A. Roberts 25505 West Twelve Mile, Suite 3000 Southfield, Michigan 48034 (248) 353-2700 (Name, address and telephone number, including area code, of agent for service) Copies to: Mark A. Metz Dykema Gossett PLLC 400 Renaissance Center Detroit, Michigan 48243 (313) 568-5434 CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum Amount of Securities to Amount to be Offering Aggregate Registration be Registered Registered Price Per Share* Offering Price* Fee - ------------------------------------------------------------------------------------------------ Common Stock 4,000,000 shares** $ 9.27 $ 37,080,000 $ 9,270
* The price shown is the average of the high and low prices of the Common Stock on the Nasdaq Stock Market on August 7, 2001, in accordance with Rule 457(h). ** The number of shares may be adjusted to prevent dilution from stock splits, stock dividends and similar transactions. This Registration Statement shall cover any such additional shares in accordance with Rule 416(a). 2 In accordance with general instruction E to Form S-8, Credit Acceptance Corporation (the "Company") hereby incorporates by reference the contents of its Registration Statements on Form S-8 (nos. 33-64876 and 33-80339) filed June 23, 1993 and December 13, 1995. Item 8. EXHIBITS The following exhibits are filed with this registration statement: 5 Opinion of Dykema Gossett PLLC with respect to the legality of the Common Stock to be registered hereunder 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Dykema Gossett PLLC (contained in Exhibit 5) 99 Credit Acceptance Corporation 1992 Stock Option Plan, as amended and restated (filed as exhibit 10(f)(4) to the Company's Form 10-Q for the period ended June 30, 1999 and incorporated herein by reference) 5 3 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 Southfield, State of Michigan on August 10, 2001. CREDIT ACCEPTANCE CORPORATION By: Donald A. Foss Its: Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Donald A. Foss, Brett A. Roberts and Matthew F. Hilzinger, and each of them, jointly and severally, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, and to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such 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 fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their 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 below by the following persons in the indicated capacities on August 10, 2001. Signature Title --------- ----- /s/ Donald A. Foss Chairman of the Board, Chief Executive - ---------------------------- Officer and Director Donald A. Foss (Principal Executive Officer) /s/ Matthew F. Hilzinger Executive Vice President of Finance - ---------------------------- (Principal Financial Officer) Matthew F. Hilzinger /s/ Linda M. Cardinale Vice President - Accounting - ---------------------------- (Principal Accounting Officer) Linda M. Cardinale 6 4 - ---------------------------- Director Harry E. Craig /s/ Sam M. Lafata Director - ---------------------------- Sam M. Lafata - ---------------------------- Director Daniel P. Leff /s/ Thomas N. Tryforos Director - ---------------------------- Thomas N. Tryforos 7 5 INDEX TO EXHIBITS Number Description - ------ ----------- 5 Opinion of Dykema Gossett PLLC 23.1 Consent of Deloitte & Touche LLP 8 EX-5 3 k64386ex5.txt OPINION OF DYKEMA GOSSETT PLLC 1 EXHIBIT 5 August 1, 2001 Credit Acceptance Corporation 25505 West Twelve Mile, Suite 3000 Southfield, Michigan 48034 Ladies and Gentlemen: We have served as counsel to Credit Acceptance Corporation (the "Company") in connection with the Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the issuance in the manner described in the Registration Statement of an additional 4,000,000 shares of the Company's Common Stock, $.01 par value (the "Common Stock"), pursuant to the Company's 1992 Stock Option Plan, as amended and restated through May 1999 (the "Plan"). In acting as counsel for the Company, we have examined the proceedings taken in connection with the issuance pursuant to the Plan, and we have examined and relied upon the originals or copies, certified or otherwise, identified to our satisfaction, of such corporate records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. Based upon such examination and our participation in the preparation of the Registration Statement, it is our opinion that (1) the Company is duly incorporated and validly existing as a corporation in good standing under the laws of Michigan and (2) the shares of Common Stock reserved for issuance under the Plan, when issued in the manner described in the Registration Statement, will be validly issued, fully paid and nonassessable. We hereby consent to the inclusion of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not concede that we are experts within the meaning of the Securities Act or the rules or regulations thereunder or that this consent is required by Section 7 of the Securities Act. Very truly yours, DYKEMA GOSSETT PLLC /s/ Mark A. Metz ------------------- Mark A. Metz EX-23.1 4 k64386ex23-1.txt CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 24, 2001, appearing in Credit Acceptance Corporation's Annual Report on Form 10-K for the year ended December 31, 2000. /s/ DELOITTE & TOUCHE LLP - ---------------------------- DELOITTE & TOUCHE LLP Detroit, Michigan August 10, 2001 -----END PRIVACY-ENHANCED MESSAGE-----