Registration Statement No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MICROFINANCIAL INCORPORATED
(Exact name of registrant as specified in its charter)
Massachusetts 04-2962824
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
950 Winter Street
Waltham, MA 02451
(781) 890-0177
(Address, including zip code and telephone number,
including area code, of registrant's principal executive offices)
MicroFinancial Incorporated 1998 Equity Incentive Plan
Richard Latour
President, Chief Operating Officer and Chief Financial Officer
MicroFinancial Incorporated
950 Winter Street
Waltham, MA 02451
(781) 890-0177
(Name, address, including zip code and telephone number,
including area code, of agent for service)
with a copy to:
Laura N. Wilkinson, Esq.
Edwards & Angell, LLP
2800 BankBoston Plaza
Providence, RI 02903
(401) 274-9200
CALCULATION OF REGISTRATION FEE
Title of Each Class Amount to be Proposed maximum Proposed maximum Amount of
of Securities to be registered offering price per aggregate offering Registration
Registered unit (1) price (1) fee
--------------------- ---------------- ------------------ ------------------ ------------
Common Stock, 2,000,000 shares $8.115 $16,230,000 $1,494
$.01 par value
(1) These figures are estimates made solely for the purpose of
calculating the registration fee pursuant to Rule 457 under the
Securities Act of 1933, as amended. The registration fee has been
calculated in accordance Rule 457(h) based upon the average of the high
and low prices for shares of MicroFinancial Incorporated on the New York
Stock Exchange on March 26, 2002.
Incorporation of Previous Registration Statement
Pursuant to General Instruction E of Form S-8, this Registration Statement is
filed solely to register an additional 2,000,000 shares under the MicroFinancial
1998 Equity Incentive Plan. Pursuant to Instruction E, the contents of the
Company's Form S-8 Registration Statement No. 333-75801 are hereby incorporated
by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, MicroFinancial
Incorporated has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Waltham,
Commonwealth of Massachusetts, on this 29th day of March, 2002.
MICROFINANCIAL INCORPORATED
By: /s/Richard Latour
Richard Latour
President, Chief Operating
Officer, Chief Financial Officer and Director
Each person whose signature appears below hereby constitutes and appoints the
President and Chief Operating Officer as his true and lawful attorney-in-fact,
with full power and authority to execute in the name, place and stead of each
such person in any and all capacities and to file, an amendment or amendments to
this Registration Statement (and all exhibits thereto) and any documents
relating thereto, which amendments may make such changes in the Registration
Statement as said officer so acting deems advisable.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on March 29th, 2002.
Signature Title
/s/Richard Latour President, Chief Operating Officer,
-----------------
Chief Financial Officer and Director
Richard Latour
/s/Peter Bleyleben Chairman of the Board of Directors,
------------------
Chief Executive Officer and Director
Peter Bleyleben
/s/Kerry Lincoln Vice President, Accounting and Finance
----------------
Kerry Lincoln
/s/Brian E. Boyle Director
-----------------
Brian E. Boyle
/s/Torrence C. Harder Director
---------------------
Torrence C. Harder
/s/Jeffrey Parker Director
-----------------
Jeffrey Parker
/s/Alan Zakon Director
-------------
Alan Zakon
Index to Exhibits
Exhibit
Number Description of Exhibit
5 Opinion of Edwards & Angell re: legality
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Edwards & Angell (included in Exhibit 5)
24 Power of Attorney (included on signature pages to this Registration
Statement)
Exhibit 5
April 1, 2002
MicroFinancial Incorporated
950 Winter Street
Waltham, MA 02154
Ladies and Gentlemen:
This opinion is furnished in connection with the filing by
MicroFinancial Incorporated (the "Company") of a Registration Statement on Form
S-8 (the "Registration Statement") registering under the Securities Act of 1933,
as amended, 2,000,000 shares of Common Stock, $.01 par value (the "Common
Stock"), to be issued or issuable upon the exercise of outstanding stock options
under the MicroFinancial Incorporated 1998 Equity Incentive Plan (the "Plan").
As counsel for the Company, we participated in the preparation of
the Registration Statement and have examined such other certificates and
documents as we deemed necessary or appropriate for the purposes of this
opinion.
Based solely upon the foregoing, we are of the opinion that the
shares of Common Stock being registered by the Registration Statement, when
issued and paid for as contemplated by the Plan, will be validly issued, fully
paid and non-assessable.
We hereby consent to the reference to our firm in and the use of
this opinion in connection with the Registration Statement and all amendments
thereto. This opinion may not be used for any other purpose or relied upon by
any other person, firm or corporation for any purpose without our prior written
consent.
Very truly yours,
/s/ Edwards & Angell, LLP
EDWARDS & ANGELL, LLP
Exhibit 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
MicroFinancial Incorporated on Form S-8 of our report dated February 21, 2002
appearing in the Annual Report on Form 10-K of MicroFinancial Incorporated for
the year ended December 31, 2001.
/s/Deloitte & Touche LLP
Boston, Massachusetts
April 1, 2002
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 21, 2000,relating to the
consolidated financial statements, which appears in MicroFinancial
Incorporated's Annual Report on Form 10-K for the year ended December 31, 2001.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
April 1, 2002