-----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, IIu/KFycICIppSqnEa2htaeU39z4P4fXjEqkGlAITHc7ji/A32vJvIqVhqBTdOhf Oez0HcegQfj/l+AwN7NFPg== 0000950115-96-001205.txt : 19960823 0000950115-96-001205.hdr.sgml : 19960823 ACCESSION NUMBER: 0000950115-96-001205 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960822 EFFECTIVENESS DATE: 19960910 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRW FINANCIAL INC /DE CENTRAL INDEX KEY: 0000943809 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 232691986 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-10615 FILM NUMBER: 96619043 BUSINESS ADDRESS: STREET 1: 443 S GULPH RD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6109625100 MAIL ADDRESS: STREET 1: 443 S GULPH RD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on August 22, 1996 Registration No. _____________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- CRW FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 23-2691986 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) CRW FINANCIAL, INC. 1995 STOCK OPTION PLAN (Full Title of Each Plan) 443 South Gulph Road King of Prussia, PA 19406 (610) 962-5100 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) J. Brian O'Neill, Chief Executive Officer CRW Financial, Inc. 443 South Gulph Road King of Prussia, PA 19406 (610) 962-5100 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------------- Copies to: Dean M. Schwartz, Esquire Stradley, Ronon, Stevens & Young, LLP 2600 One Commerce Square Philadelphia, Pennsylvania 19103-7098 --------------------------
- ------------------------------------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE =============================================================================================================================== Proposed maximum Proposed maximum Amount to be offering price per aggregate offering Amount of Title of securities to be registered registered(1) share(1) price(2) registration fee - ------------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 260,000 $ 2.91 $2,300,400 $793.25 ---- ---------- ------- Upon exercise of options under the CRW 15,000 $ 3.81 Financial, Inc. 1995 Stock Option Plan 215,000 $ 5.81 ("Plan") 10,000 $23.75 - -------------------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 457(h)(1), for shares issuable upon presently outstanding options granted under the Plan, the price at which such options may be exercised that has been used to determine the registration fee. (2) Estimated solely for the purpose of determining the registration fee. ------------------------ -2- CRW FINANCIAL, INC. REGISTRATION STATEMENT ON FORM S-8 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT As used in this Registration Statement, unless the context otherwise requires, the terms "CRW" and the "Company" mean CRW Financial, Inc. and its subsidiaries. Item 3. Incorporation of Documents by Reference. The following documents, previously filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), are as of their respective dates, hereby incorporated by reference in this Registration Statement, except as superseded or modified herein: (a) the Company's Annual Report on Form 10-K, as amended by Form 10-K/A, for the fiscal year ended December 31, 1995; (b) the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 and June 30, 1996; (c) Current Reports on Form 8-K dated March 14, 1996 and August 21, 1996; and (d) the description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed May 4, 1995. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be 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. The law firm of Stradley, Ronon, Stevens & Young, LLP is rendering its opinion as legal counsel to the Company. Joseph V. Del Raso, a partner in the law firm, has been granted options to purchase a total of 7,500 shares of the Common Stock at an exercise price of $3.81 per share (which was the market price on the date of grant), and has been granted options under the Plan, subject to shareholder approval, to purchase an additional 25,000 shares of the Common Stock at an exercise price of $11.25 per share (which was the market price on the date of grant). At the time of the foregoing option grants, Mr. Del Raso was a Director of the Company. Mr. Del Raso's stock options expire on November 18, 1996. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law ("Section 145") permits indemnification of directors, officers, agents and controlling persons of a corporation under certain conditions and subject to certain limitations. Section 145 empowers a corporation to 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, by reason of the fact that such person is or was a director, officer or agent of the corporation or another -3- enterprise if serving at the request of the corporation. Depending on the character of the proceeding, a corporation may indemnify against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person indemnified acted in good faith and in a manner such person 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 such person's conduct was unlawful. In the case of an action by or in the right of the corporation, no indemnification may be made with respect to 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 Delaware Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to above or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. CRW's By-laws contain provisions for indemnification of directors, officers, employees and agents which are substantially the same as Section 145 and also permit CRW to purchase insurance on behalf of any such person against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not CRW would have the power to indemnify such person against such liability under the foregoing provision of the CRW By-laws. CRW currently maintains such insurance, although there can be no assurance that CRW will be able to maintain such insurance on reasonable terms. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. (a) Exhibits: 4.1 CRW Financial, Inc. 1995 Stock Option Plan 4.2 Amendment to CRW Financial, Inc. 1995 Stock Option Plan 5.1 Opinion of Stradley, Ronon, Stevens & Young, LLP 23.1 Consent of Stradley, Ronon, Stevens & Young, LLP (contained in Exhibit 5.1) 23.2 Consent of Arthur Andersen LLP 24.1 Power of Attorney 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 this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. -4- Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those 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 this 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 an initial bona fide offering thereof; and (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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this 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 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. -5- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant, CRW Financial, Inc., 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 King of Prussia, Commonwealth of Pennsylvania, on August 21, 1996. CRW FINANCIAL, INC. By: /s/ J. Brian O'Neill -------------------------------- J. Brian O'Neill, Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. Brian O'Neill and Jonathan P. Robinson, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may 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 capacities and on the dates indicated.
Name Title Date ---- ----- ---- /s/ J. BRIAN O'NEILL Director, Chairman of the Board and August 21, 1996 - -------------------------------------------- Chief Executive Officer J. Brian O'Neill (Principal Executive Officer) /s/ MARK DeNINO Director August 21, 1996 - -------------------------------------------- Mark DeNino /s/ EUSTACE MITA Director August 21, 1996 - -------------------------------------------- Eustace Mita Director August __, 1996 - -------------------------------------------- Bernard Morgan Director August __, 1996 - -------------------------------------------- Robert N. Verrati /s/ JONATHAN P. ROBINSON Vice President and Chief Financial August 21, 1996 - -------------------------------------------- Officer (Principal Financial Jonathan P. Robinson Officer and Principal Accounting Officer)
-6- EXHIBIT INDEX
Exhibit # Description Sequential Page Number --------- ----------- ---------------------- 4.1 CRW Financial, Inc. 1995 Stock Option Plan Incorporated by reference from Exhibit 10.5 to S-1 Registration Statement No. 33-91030 dated April 10, 1995, as amended. 4.2 Amendment to CRW Financial, Inc. 1995 Stock Filed on page 7 herein. Option Plan 5.1 Opinion of Stradley Ronon Stevens & Young, LLP Filed on page 8 herein. 23.1 Consent of Stradley Ronon Stevens & Young, LLP Contained in Exhibit 5.1, filed on page 8 herein. 23.2 Consent of Arthur Andersen, LLP Filed on page 11 herein. 24.1 Power of Attorney Included in signature page on page 5 herein.
- ------------------------------ -7- EX-4.2 2 AMENDMENT TO STOCK OPTION PLAN AMENDMENT TO CRW FINANCIAL, INC. 1995 STOCK OPTION PLAN Section 9(b)(ii) of the Plan is hereby amended to provide in its entirety as follows: "(ii) Expiration of six (6) months from the date the Optionee's service as a member of the Board of Directors terminates for any reason other than Disability or death; or"; EX-5 3 OPINION OF STRADLEY, RONON August 21, 1996 CRW Financial, Inc. 443 South Gulph Road King of Prussia, PA 19406 Attention: J. Brian O'Neill, Chairman and Chief Executive Officer Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to and for CRW Financial, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the "Registration Statement"), for the purpose of registering under the Securities Act of 1933, as amended, 500,000 shares (the "Shares") of the Company's common stock, $.01 par value per share (the "Common Stock"). The Shares are issuable upon the exercise of certain options (the "Options") granted and to be granted under the Company's 1995 Stock Option Plan (the "Plan"). In our capacity as counsel, we have been requested to render the opinion set forth in this letter and in connection therewith, we have reviewed the following documents: (i) the Registration Statement, (ii) the Plan, (iii) Restated Certificate of Incorporation of the Company, as amended to date, (iv) Bylaws of the Company, as amended to date, (v) Unanimous Consent of the Board of Directors of the Company dated April 1, 1995, and (vi) such other documents, instruments and records as we deemed necessary or appropriate for purposes of rendering the opinion set forth herein. CRW Financial, Inc. August 21, 1996 Page 2 In rendering this opinion, we have assumed and relied upon, without independent investigation, (i) the authenticity, completeness, truth and due authorization and execution of all documents submitted to us as originals, (ii) the genuineness of all signatures on all documents submitted to us as originals, and (iii) the conformity to the originals of all documents submitted to us as certified or photostatic copies. No opinion is expressed herein in any respect as to (i) federal and state securities laws and regulations, (ii) pension and employee benefit laws and regulations, including without limitation the Employee Retirement Income Security Act of 1974, as amended, and (iii) federal and state tax laws and regulations. The opinion expressed herein is limited and qualified in all respects by the effects of general principles of equity, whether applied by a court of law or equity, and by the effects of bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance or fraudulent transfer, receivership, and other laws now or hereafter in force affecting the rights and remedies of creditors generally (not just creditors of specific types of debtors) and other laws now or hereafter in force affecting generally only creditors of specific types of debtors. The law covered by the opinion expressed herein is limited to (a) the Federal statutes, judicial decisions and rules and regulations of the governmental agencies of the United States and (b) the Delaware General Corporation Law, as amended. This opinion letter is given only with respect to laws and regulations presently in effect. We assume no obligation to advise you of any changes in law or regulation which may hereafter occur, whether the same are retroactively or prospectively applied, or to update or supplement this letter in any fashion to reflect any facts or circumstances which hereafter come to our attention. Based upon, and subject to, the foregoing, we are of the opinion that the Shares, when issued upon proper exercise of the Options pursuant to and in accordance with the Plan, will be legally issued, fully paid and nonassessable shares of the Common Stock of the Company. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and we further consent to the reference under the caption "Named Experts and Counsel" in the Registration Statement and to any reference to our firm in the Registration Statement as CRW Financial, Inc. August 21, 1996 Page 3 legal counsel who have passed upon the legality of the securities offered thereby. Very truly yours, STRADLEY, RONON, STEVENS & YOUNG, LLP By: /s/ DEAN M. SCHWARTZ ------------------------------- Dean M. Schwartz, A Partner EX-23.2 4 CONSENT OF ARTHUR ANDERSEN ARTHUR ANDERSEN LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 Registration Statement of our report dated February 29, 1996 included in the CRW Financial, Inc. Form 10-K for the year ended December 31, 1995, and to all references to our firm included in this Registration Statement. ARTHUR ANDERSEN LLP Philadelphia, Pa. August 19, 1996 -----END PRIVACY-ENHANCED MESSAGE-----