Form S-8

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 2010

REGISTRATION NO. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

NEWSTAR FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   54-2157878
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer
Identification No.)

 

500 Boylston Street, Suite 1250, Boston, MA   02116
(Address of Principal Executive Offices)   (Zip Code)

Amended and Restated 2006 Incentive Plan

(Full title of the plan)

 

 

John K. Bray

Chief Financial Officer

NewStar Financial, Inc.

500 Boylston Street, Suite 1250

Boston, Massachusetts 02116

(Name and address of agent for service)

(617) 848-2500

(Telephone number, including area code, of agent for service)

 

 

Copy to:

Stacie S. Aarestad, Esq.

Edwards Angell Palmer & Dodge LLP

111 Huntington Avenue

Boston, Massachusetts 02199-7613

(617) 239-0100

 

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨    Smaller reporting company   ¨

 

CALCULATION OF REGISTRATION FEE

 

 
Title of securities to be registered  

Amount

to be

registered(1)

  

Proposed

maximum

offering price
per share(2)

  

Proposed

maximum

aggregate
offering price(3)

   Amount of
registration fee

Common Stock, $.01 par value per share

   4,750,000 shares   $7.385   $35,078,750   $2,501.12
 
 
(1) Pursuant to Rule 416 under the Securities Act of 1933, to the extent additional shares of our Common Stock may be issued or issuable as a result of a stock split or other distribution declared at any time by our Board of Directors while this Registration Statement is in effect, this Registration Statement is hereby deemed to cover all such additional Common Stock.
(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) of the Securities Act. The price per share and aggregate offering price are based upon the average of the high and low asked prices of the registrant’s common stock on May 7, 2010 as reported on The Nasdaq Global Market.
(3) This Registration Statement registers an additional 4,750,000 shares issuable under our Amended and Restated 2006 Incentive Plan (the “2006 Plan”). We have previously registered an aggregate of 6,900,000 shares issuable under the 2006 Plan under Registration Nos. 333-139331 and 333-159283.

 

 

 

STATEMENT REGARDING INCORPORATION BY REFERENCE

FROM EFFECTIVE REGISTRATION STATEMENTS

This Registration Statement registers additional securities of the same class as other securities for which registration statements filed on Form S-8 relating to our Amended and Restated 2006 Incentive Plan (the “2006 Plan”) are already effective. Pursuant to Instruction E to Form S-8, we incorporate by reference into this Registration Statement the contents of registration statements filed on Form S-8 (File No. 333-139331 and No. 333-159283) with the Securities and Exchange Commission on December 14, 2006 and May 15, 2009 in their entirety and including exhibits thereto, relating to the registration of 2,346,970 and 4,5530,030 shares of our Common Stock, $0.01 par value per share, respectively, authorized for issuance under the 2006 Plan. This Registration Statement provides for the registration of an additional 4,750,000 shares of our Common Stock authorized for issuance under the 2006 Plan pursuant to an amendment to the 2006 Plan adopted by our stockholders on May 12, 2010.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

See Exhibit Index immediately following the signature page.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Boston, Commonwealth of Massachusetts, on May 12, 2010.

 

NEWSTAR FINANCIAL, INC.
By:   /S/    JOHN K. BRAY        
  John K. Bray
  Chief Financial Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of NewStar Financial, Inc., hereby severally constitute and appoint Timothy J. Conway and John K. Bray, and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 (including any post-effective amendments thereto), and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable NewStar Financial, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated.

 

Signature

   

Title

  

Date

/S/    TIMOTHY J. CONWAY        

Timothy J. Conway

   

Chairman, Chief Executive Officer and President (Principal Executive Officer)

   May 12, 2010

/S/    JOHN K. BRAY        

John K. Bray

   

Chief Financial Officer (Principal Financial and Accounting Officer)

   May 12, 2010

/S/    CHARLES N. BRALVER        

Charles N. Bralver

   

Director

   May 12, 2010

/S/    T. KIMBALL BROOKER, JR.        

T. Kimball Brooker, Jr.

   

Director

   May 12, 2010

/S/    BRADLEY E. COOPER        

Bradley E. Cooper

   

Director

   May 12, 2010

/S/    BRIAN L.P. FALLON        

Brian L.P. Fallon

   

Director

   May 12, 2010

/S/    FRANK R. NOONAN        

Frank R. Noonan

   

Director

   May 12, 2010

/S/    MAUREEN P. O’HARA        

Maureen P. O’Hara

   

Director

   May 12, 2010

/S/    PETER A. SCHMIDT-FELLNER        

Peter A. Schmidt-Fellner

  

Chief Investment Officer and Director

   May 12, 2010

/S/    RICHARD E. THORNBURGH        

Richard E. Thornburgh

   

Director

   May 12, 2010

EXHIBIT INDEX

 

Exhibit
Number

   

Exhibit

  4.1    Amended and Restated Certificate of Incorporation of the Company. Previously filed as Exhibit 3(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001-33211) filed on April 2, 2007 and incorporated herein by reference.
  4.2    Amended and Restated Bylaws of the Company. Previously filed as Exhibit 3(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001-33211) filed on April 2, 2007 and incorporated herein by reference.
  4.3    Stockholders’ Agreement, dated as of June 18, 2004, among the Company (f/k/a Novus Capital, Inc.) and the Stockholders party thereto. Previously filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-137513) filed on September 21, 2006, and incorporated herein by reference.
  4.4    First Amendment to Stockholders’ Agreement, dated as of August 22, 2005, entered in connection with the Stockholders’ Agreement, dated as of June 18, 2004. Previously filed as Exhibit 4(a)(1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001-33211) filed on April 2, 2007 and incorporated herein by reference.
  4.5    Second Amendment to Stockholders’ Agreement, dated as of June 5, 2006, entered in connection with the Stockholders’ Agreement, dated as of June 18, 2004. Previously filed as Exhibit 4(a)(2) to the Company’s Annual Report on
Form 10-K for the year ended December 31, 2006 (File No. 001-33211) filed on April 2, 2007 and incorporated herein by reference.
  4.6    Third Amendment to Stockholders’ Agreement, dated as of December 12, 2006, entered in connection with the Stockholders’ Agreement, dated as of June 18, 2004. Previously filed as Exhibit 4(a)(3) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001-33211) filed on April 2, 2007 and incorporated herein by reference.
  4.7    Fourth Amendment to Stockholders’ Agreement, dated as of March 26, 2007, entered in connection with the Stockholders’ Agreement, dated as of June 18, 2004. Previously filed as Exhibit 4(a)(4) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 001-33211) filed on March 10, 2008 and incorporated herein by reference.
  4.8    Form of Common Stock Certificate. Previously filed as Exhibit 4.2 to Amendment No. 5 to the Company’s Registration Statement on Form S-1 (File No. 333-137513) filed on November 30, 2006 and incorporated herein by reference.
  5.1    Opinion of Edwards Angell Palmer & Dodge LLP as to the legality of the securities registered hereunder. Filed herewith.
23.1    Consent of KPMG LLP, an independent registered public accounting firm. Filed herewith.
23.2    Consent of Edwards Angell Palmer & Dodge LLP. Included in its opinion filed as Exhibit 5.1.
24.1    Power of Attorney (included in the signature page hereto).