As filed with the Securities and Exchange Commission on May 27, 2005
Registration No. 333-_____
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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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WESTCORP
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(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 51-0308535
(Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification Number)
23 PASTEUR ROAD
IRVINE, CALIFORNIA 92713-9762
(Address of Principal Executive Offices)
WESTCORP 2001 STOCK INCENTIVE PLAN
(Full title of the Plan)
Guy DuBose
General Counsel
23 Pasteur Road
Irvine, California 92618-3816
(949) 727-1044
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
Copies of communications to:
Andrew E. Katz, Esq.
Mitchell Silberberg & Knupp LLP
11377 West Olympic Boulevard
Los Angeles, California 90064-1683
(310) 312-3738
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock, par value $1.00 per share 1,840,622 $47.61(1) $87,632,013.42(1) $10,314.29(1)
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(1) Computed pursuant to Rules 457(c) and 457(h)(1) based on the average of
the high ($48.02) and low ($47.19) sales price of the Common Stock as
reported on the New York Stock Exchange, Inc. on May 24, 2005.
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TABLE OF CONTENTS
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
ITEM 8. EXHIBITS
ITEM 9. UNDERTAKINGS
SIGNATURES
INDEX TO EXHIBITS
EX-4
EX-5
EX-23.1
EX-23.2
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement on Form S-8 is filed pursuant to General
Instruction E for the purpose of registering additional shares of Common Stock
of Westcorp (the "Registrant") issuable under the Westcorp 2001 Stock Incentive
Plan (the "Plan"), which is an amendment and restatement of the Westcorp 2001
Stock Option Plan. The contents of the Registration Statement on Form S-8 (File
Number 333-62676) previously filed by the Registrant on June 8, 2001, as amended
by the Post-Effective Amendment No. 1 to Form S-8 (File Number 333-62676) filed
by the Registrant on May 26, 2005, are hereby incorporated by reference in
this Registration Statement. The information set forth below is incorporated by
reference in this Registration Statement as provided by General Instruction E
and as otherwise provided by the General Instructions to Form S-8. The
Registrant and the Plan each hereby incorporates by reference in this
Registration Statement the following documents filed with the Commission by the
Registrant or the Plan pursuant to the Exchange Act of 1934, as amended:
1. The Registrant's Annual Report on Form 10-K, as amended, for the
year ended December 31, 2004;
2. The Registrant's Quarterly Report on Form 10-Q filed on May 10,
2005;
3. The description of the common stock of the Company contained in
Item 9 of the Registrant's registration statement on Form S-1
filed with the Commission on May 21, 1986 (Registration No.
33-04295), including any amendment filed for the purpose of
updating such description.
4. All other reports filed by the Registrant or the Plan pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the annual report referred to in paragraph
1, above.
All documents and other reports subsequently filed by the Registrant or
the Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement 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 or reports. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is, or is deemed to be, incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 8. EXHIBITS
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
ITEM 9. UNDERTAKINGS
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 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 the 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.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in Irvine,
California, on May 26, 2005.
WESTCORP
By: /s/ ERNEST S. RADY
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Ernest S. Rady, Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Guy Du Bose his or her true and lawful attorney-in-fact and agent, with
full powers of substitution, for him and in his or her name, place and stead, in
any and all capacities, to sign and to file any and all amendments, including
post-effective amendments to this Registration Statement, with the Securities
and Exchange Commission, granting to each of said attorneys-in-fact full power
and authority to perform any other act on behalf of the undersigned required to
be done in connection therewith.
Pursuant to the requirements of the Securities Act of 1933, Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the date indicated.
Signatures Title Date
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/s/ ERNEST S. RADY Chairman of the Board and Chief May 26, 2005
-------------------------- Executive Officer
Ernest S. Rady
/s/ JUDITH M. BARDWICK Director May 26, 2005
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Judith M. Bardwick
/s/ ROBERT T. BARNUM Director May 26, 2005
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Robert T. Barnum
/s/ JAMES R. DOWLAN Director May 26, 2005
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James R. Dowlan
Director May , 2005
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Duane A. Nelles
/s/ HARRY M. RADY Director May 26, 2005
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Harry M. Rady
/s/ CHARLES E. SCRIBNER Director May 26, 2005
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Charles E. Scribner
/s/ THOMAS A. WOLFE Director and President May 26, 2005
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Thomas A. Wolfe
/s/ ROBERT J. COSTANTINO Chief Financial Officer and Chief Operating May 26, 2005
-------------------------- Officer
Robert J. Costantino
3
INDEX TO EXHIBITS
Exhibit
No. Exhibit
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4 Westcorp 2001 Stock Incentive Plan, effective as of April
26, 2005
5 Opinion of Mitchell Silberberg & Knupp LLP re: legality
23.1 Consent of Mitchell Silberberg & Knupp LLP
(included in its opinion contained in Exhibit 5)
23.2 Consent of Ernst & Young LLP
4