As filed with the Securities and Exchange Commission on
March 2, 2001
Registration No. ________
================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
New Century Financial Corporation
(Exact name of registrant as specified in its charter)
___________________
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)
___________________
New Century Financial Corporation 1995 Stock Option Plan
(Full title of the plan)
___________________
Brad A. Morrice
Vice Chairman and President
New Century Financial Corporation
18400 Von Karman Avenue, Suite 1000
Irvine, California 92612
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service:
(949) 440-7030
___________________
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------
Proposed Proposed
Title of maximum Maximum
securities Amount offering Aggregate Amount of
to be to be price Offering registration
registered registered per unit Price fee
----------------------------------------------------------------
Common Stock, 500,000(1) $9.25(2) $4,625,000(2) $1,157(2)
par value shares
$0.01 per
share
----------------------------------------------------------------
(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 February 27, 2001, as
reported on the Nasdaq National Market System.
The Exhibit Index for this Registration Statement is at
page 6.
================================================================
PART I
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
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
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
29, 1999 (registration number 333-84049).
Item 5. Interests of Named Experts and Counsel
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
See the attached Exhibit Index at page 6.
SIGNATURES
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 2nd day of March, 2001.
By: /s/ Brad A. Morrice
-------------------------------
Brad A. Morrice
Vice Chairman and President
POWER OF ATTORNEY
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
--------- ----- ----
/s/ Robert K. Cole
------------------- Chairman and Chief March 2, 2001
Robert K. Cole Executive Officer
(Principal Executive
Officer)
/s/ Brad A. Morrice
------------------- Vice Chairman, March 2, 2001
Brad A. Morrice President and
Director
/s/ Edward F. Gotschall
----------------------- Vice Chairman, Chief March 2, 2001
Edward F. Gotschall Financial Officer and
Director (Principal
Financial and
Accounting Officer)
/s/ Terrence P. Sandvik
------------------------ Director March 2, 2001
Terrence P. Sandvik
/s/ Richard A. Zona
------------------- Director March 2, 2001
Richard A. Zona
/s/ Michael M. Sachs
-------------------- Director March 2, 2001
Michael M. Sachs
/s/ Fredric J. Forster
---------------------- Director March 2, 2001
Fredric J. Forster
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------- ----------------------
4. New Century Financial Corporation 1995
Stock Option Plan.
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").