As filed with the Securities and Exchange Commission on May 22, 2002
Registration No. ________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEW CENTURY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 33-0683629
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18400 Von Karman Avenue, Suite 1000
Irvine, California 92612
(Address of principal executive offices)
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NEW CENTURY FINANCIAL CORPORATION 1995 STOCK OPTION PLAN
(Full title of the plan)
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Brad A. Morrice
Vice Chairman, President and Chief Operating Officer
New Century Financial Corporation
18400 Von Karman Avenue, Suite 1000
Irvine, California 92612
(Name and address of agent for service)
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Telephone number, including area code, of agent for service: (949) 440-7030
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered per unit price fee
registered
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Common Stock, 2,000,000(1) $25.87(2) $51,740,000(2) $4,761(2)
par value $0.01 shares
per share
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(1) This Registration Statement covers, in addition to the number of
shares of Common Stock stated above, options and other rights to
purchase or acquire the shares of Common Stock covered by the
Prospectus and, pursuant to Rule 416(c) under the Securities Act of
1933, as amended (the "Securities Act"), an additional indeterminate
number of shares, options and rights which by reason of certain events
specified in the New Century Financial Corporation 1995 Stock Option
Plan, as amended (the "Plan"), may become subject to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price, per share and in
the aggregate, and the registration fee were calculated based upon the
average of the high and low prices of the Common Stock on May 16,
2002, as reported on the Nasdaq National Market System.
The Exhibit Index for this Registration Statement is at page 6.
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PART I
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INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities Act Rule 428(b)(1). Such documents need not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Securities Act Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II
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INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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The following documents of New Century Financial Corporation (the
"Company") filed with the Commission are incorporated herein by reference:
(a) The Registration Statement on Form S-8 of the Company relating to the Plan
filed with the Commission on August 1, 1997 (registration number
333-32709).
(b) The Registration Statement on Form S-8 of the Company relating to the Plan
filed with the Commission on May 27, 1998 (registration number 333-53665).
(c) The Registration Statement on Form S-8 of the Company relating to the Plan
filed with the Commission on July 30, 1999 (registration number
333-84049).
(d) The Registration Statement on Form S-8 of the Company relating to the Plan
filed with the Commission on March 2, 2001 (registration number
333-56514).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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The validity of the original issuance of the Common Stock registered
hereby is passed on for the Company by Stergios Theologides, Esq. Mr.
Theologides is the Senior Vice President, General Counsel and Secretary of the
Company, is compensated by the Company as an employee, is the holder of options
to acquire shares of Common Stock, and is eligible to participate in the Plan.
ITEM 8. EXHIBITS
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See the attached Exhibit Index at page 6.
SIGNATURES
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Pursuant to the requirements of the Securities Act, 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 Irvine, State of California, on the 22 day of
May, 2002.
By: /S/ BRAD A. MORRICE
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Brad A. Morrice
Vice Chairman, President
and Chief Operating Officer
POWER OF ATTORNEY
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Each person whose signature appears below constitutes and appoints Robert
K. Cole and Brad A. Morrice, or either of them individually, his true and lawful
attorney-in-fact and agent, with full powers 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 Commission, granting unto said
attorneys-in-fact and agents, 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 said attorneys-in-fact and
agents, or either of them individually, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
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/S/ ROBERT K. COLE Chairman of the Board and May 22, 2002
---------------------- Chief Executive Officer
Robert K. Cole (Principal Executive
Officer)
/S/ BRAD A. MORRICE Vice Chairman, President May 22, 2002
---------------------- and Chief Operating
Brad A. Morrice Officer and Director
/S/ EDWARD F. GOTSCHALL Vice Chairman, Chief May 22, 2002
---------------------- Financial Officer and
Edward F. Gotschall Director (Principal
Financial and Accounting
Officer)
SIGNATURE TITLE DATE
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/S/ FREDRIC J. FORSTER Director May 22, 2002
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Fredric J. Forster
/S/ MICAHEL M. SACHS Director May 22, 2002
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Michael M. Sachs
/S/ TERRENCE P. SANDVIK Director May 22, 2002
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Terrence P. Sandvik
/S/ RICHARD A. ZONA Director May 22, 2002
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Richard A. Zona
EXHIBIT INDEX
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Exhibit
Number Description of Exhibit
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4. New Century Financial Corporation 1995 Stock Option Plan (Amended
and Restated May 30, 1997) (Composite Plan document reflecting
Amendments to the Plan approved by shareholders May 18, 1998, May
17, 1999, May 15, 2000, May 15, 2001, and Amendments approved by the
Board of Directors on November 29, 2000 and March 26, 2002).*
5. Opinion of Counsel (opinion re legality).
23.1 Consent of KPMG LLP (Consent of Independent Auditors).
23.2 Consent of Counsel (included in Exhibit 5).
24. Power of Attorney (included in this Registration Statement under
"Signatures").
* Filed as Exhibit A to the Company's Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934, as amended, filed with the Commission
on April 4, 2002 (SEC File No. 000-22633) and incorporated herein by this
reference.