As filed with the Securities and Exchange Commission on July 31, 2003
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEWTEK BUSINESS SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| New York |
11-3504638 | |||
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
100 Quentin Roosevelt Blvd, Suite 408
Garden City, NY 11530
(Address of Principal Executive Offices)
Newtek Business Services, Inc.
2000 Stock Incentive and Deferred Compensation Plan
(Full title of the Plan)
Barry Sloane
Chairman of the Board and Chief Executive Officer and Secretary
Newtek Business Services, Inc.
100 Quentin Roosevelt Blvd, Suite 408
Garden City, NY 11530
(Name and Address of Agent For Service)
(516) 390-2260
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Matthew Ash, Esquire
Cozen O’Connor
1667 K Street, N.W., Suite 500
Washington, D.C. 20006
(202) 912-4800
CALCULATION OF REGISTRATION FEE
| Title Of Securities To Be Registered | Amount To Be |
Proposed Maximum |
Proposed Maximum |
Amount of | ||||
| Common Stock, $.02 par value |
2,000,000 (1) | $5.15 (2) | $10,300,000 (2) | $833.27 | ||||
| (1) | This registration statement is filed to register 2,000,000 additional shares of common stock issuable upon exercise of awards granted or to be granted pursuant to the Newtek Business Services, Inc. 2000 Stock Incentive and Deferred Compensation Plan. |
| (2) | Under Rule 457(h), the registration fee may be calculated, inter alia, based upon the price at which the options may be exercised. 2,000,000 shares are being registered hereby based upon the average of the high and low selling prices of the common stock of the registrant as reported on The American Stock Exchange on July 28, 2003 of $5.15 per share ($10,300,000 in the aggregate). Therefore, the total amount of the offering being registered herein is $21,887,500. |
INTRODUCTORY STATEMENT
This amended registration statement is filed for the purpose of registering 2,000,000 additional shares of common stock, $.02 par value per share (“Common Stock”) of Newtek Business Services, Inc. (‘Newtek”), pursuant to the Newtek Capital Inc. 2000 Stock Incentive and Deferred Compensation Plan, and to report a change of the name of the Plan to “The Newtek Business Services, Inc. 2000 Stock Incentive and Deferred Compensation Plan” (the “Plan”). Registration No. 333-43550 has become effective with respect to the Plan. The contents of such registration statement are incorporated herein by reference pursuant to General Instruction E to form S-8 and are amended by this Post Effective Amendment No. 1 to such registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents are incorporated by reference in this Registration Statement:
| (a) | Annual Report on Form 10-KSB for the year ended December 31, 2002; |
| (b) | Current Report on Form 8-K filed January 15, 2003; |
| (c) | Current Report on Form 8-K filed March 17, 2003; |
| (d) | Quarterly Report on Form 10-QSB for the Quarter Ended March 31, 2003; |
| (e) | The description of the Company’s securities contained in the Company’s Registration Statement on Form 8-A dated September 18, 2000. |
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 a part hereof from the date of filing of such documents.
Item 8. Exhibits
For a list of all exhibits filed or included as part of this Registration Statement, see “Index to Exhibits” at the end of this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 this 28th day of July 2003.
| NEWTEK BUSINESS SERVICES, INC. | ||||||||
| By: | /s/ BARRY SLOANE | |||||||
| Barry Sloane, Chairman of the Board, Chief Executive Officer and Secretary (Duly Authorized Representative) | ||||||||
POWER OF ATTORNEY
We, the undersigned directors and officers of the registrant, hereby severally constitute and appoint Barry Sloane our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said person may deem necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration statement on Form S-8 relating to the offering of the registrant’s Common Stock, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said person shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Barry Sloane |
Chairman of the Board, Chief Executive Officer and Secretary | July 28, 2003 | ||
| Barry Sloane |
||||
| /s/ Jeffrey G. Rubin |
President and Director | July 28, 2001 | ||
| Jeffrey G. Rubin |
||||
| /s/ Brian A. Wasserman |
Treasurer, Chief Financial Officer and Director | July 28, 2003 | ||
| Brian A. Wasserman |
||||
| /s/ David Beck |
Director | July 28, 2003 | ||
| David Beck |
||||
| /s/ Steven A. Shenfeld |
Director | July 28, 2003 | ||
| Steven A. Shenfeld |
||||
| /s/ Jeffrey M. Schottenstein |
Director | July 28, 2003 | ||
| Jeffrey M. Schottenstein |
||||
| /s/ Guisseppe Soccodato |
Controller and Chief Accounting Officer | July 28, 2003 | ||
| Giuseppe Soccodato |
||||
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INDEX TO EXHIBITS
| Exhibit |
Description | |
| 4 |
The Newtek Business Services, Inc. 2000 Stock Incentive and Deferred Compensation Plan, as amended | |
| 5 |
Opinion of Cozen O’Connor | |
| 23.1 |
Consent of Cozen O’Connor (included in Exhibit 5) | |
| 23.2 |
Consent of PriceWaterhouse Coopers LLP | |
| 24 |
Power of Attorney (contained in the signature page to this registration statement) |
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