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As filed with the Securities and Exchange Commission on June 8, 2001
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 OPTION 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 3,000,000 $18.16(1) $54,480,000(1) $13,620(1)
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(1) Computed pursuant to Rules 457(c) and 457(h)(1) based on the average of
the high ($18.32) and low ($18) sales price of the Common Stock as
reported on the New York Stock Exchange, Inc. on June 1, 2001.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 Option
Plan (the "Plan"). 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, 2000;
2. The Registrant's Quarterly Report on Form 10-Q filed on March 31,
2001;
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.
EXHIBITS
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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.
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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 June 6, 2001
WESTCORP
By: /s/ ERNEST S. RADY
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Ernest S. Rady, Chairman of the Board
and Chief Executive Officer
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 June 6, 2001
-------------------------- Executive Officer
Ernest S. Rady
/s/ JUDITH M. BARDWICK Director June 6, 2001
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Judith M. Bardwick
/s/ ROBERT T. BARNUM Director June 6, 2001
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Robert T. Barnum
/s/ STANLEY E. FOSTER Director June 6, 2001
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Stanley E. Foster
/s/ HOWARD R. REESE Director June 6, 2001
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Howard R. Reese
/s/ CHARLES E. SCRIBNER Director June 6, 2001
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Charles E. Scribner
/s/ LEE A. WHATCOTT Executive Vice President (Principal Financial and June 6, 2001
-------------------------- Accounting Officer) and Chief Financial Officer
Lee A. Whatcott
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INDEX TO EXHIBITS
Exhibit
No. Exhibit
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4 Westcorp 2001 Stock Option Plan, effective as of February
15, 2001
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
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