UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BROADWAY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-4547287
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4800 Wilshire Boulevard, Los Angeles, California 90010
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(Address of principal executive offices) (zip code)
Broadway Financial Corporation Long-Term Incentive Plan
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(Full title of the plan)
Paul C. Hudson
Broadway Financial Corporation
4800 Wilshire Boulevard, Los Angeles, CA 90010
(Name and address of agent for service)
(323) 634-1700
(Telephone number, including area code, of agent for service)
Copies to:
James R. Walther
Mayer, Brown, Rowe & Maw
350 South Grand Avenue, 25th Floor
Los Angeles, California 90071
(213) 229-9500
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Per Aggregate Offering Registration Fee
To be Registered Registered Share (1) Price
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Common Stock, 112,512 $9.305 $1,046,924.16 $96.32
$0.01 par value
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1) Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457 (c) of the Securities Act of 1933,
as amended, the price per share is estimated to be $9.305 based upon the
average of the high and low prices of the common stock, par value $0.01 per
share, of the Registrant as reported on the NASDAQ SmallCap Market as
reported by Nasdaq Online on December 16, 2002.
Pursuant to General Instruction E to Form S-8 under the Securities Act of
1933, as amended, this registration statement on Form S-8 (this
"Registration Statement") is filed for the purpose of registering
additional securities of the same class as those registered on Registration
Statement No. 333-17331 on Form S-8 filed with the Securities and Exchange
Commission on December 5, 1996, relating to the Broadway Financial
Corporation Long Term Incentive Plan (the "Plan"). The contents of the
prior registration statement, including any filings incorporated therein,
are incorporated herein by this reference.
ITEM 8. LIST OF EXHIBITS
See Exhibit Index included herewith.
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 Los Angeles, State of California,
on December 20, 2002.
BROADWAY FINANCIAL CORPORATION
By: /s/ Paul C. Hudson
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Paul C. Hudson
Chief Executive Officer and President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Paul C.
Hudson and Alvin D. Kang or any of them, such person's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, to sign any or 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
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Paul C. Hudson December 20, 2002
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Paul C. Hudson
Chief Executive Officer, President and Director
s/ Alvin D. Kang December 20, 2002
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Alvin D. Kang
Executive Vice President,
Principal Financial Officer and
Principal Accounting Officer
/s/ Elbert T. Hudson December 20, 2002
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Elbert T. Hudson
Chairman of the Board
/s/ Kellogg Chan December 20, 2002
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Kellogg Chan
Director
/s/ Daniel A. Medina December 20, 2002
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Daniel A. Medina
Director
/s/ Rosa M. Hill December 20, 2002
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Rosa M. Hill
Director
/s/ A. O. Maddox December 20, 2002
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A. O. Maddox
Director
/s/ Virgil P. Roberts December 20, 2002
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Virgil P. Roberts
Director
/s/ Larkin Teasley December 20, 2002
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Larkin Teasley
Director
EXHIBIT INDEX
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:
5.1 Opinion of Mayer, Brown, Rowe & Maw, Los Angeles, California as to the
legality of the Common Stock registered hereby.
23.1 Consent of Mayer, Brown, Rowe & Maw (contained in the opinion included
as Exhibit 5.1).
23.1 Consent of KPMG LLP.
24.1 Power of Attorney is located on the signature page.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
Board of Directors
December 20, 2002
Page 2
LADB01 28546901.1 122002 1228P 96256664
Brussels Charlotte Chicago Cologne Frankfurt Houston London
Los Angeles Manchester New York Palo Alto Paris Washington, D.C.
Independent Mexico City Correspondent: Jauregui, Navarrete, Nader y Rojas, S.C.
Mayer, Brown, Rowe & Maw is a U.S. General Partnership.
We operate in combination with our associated English
partnership in the offices listed above.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
December 20, 2002 350 South Grand Avenue
25th Floor
Los Angeles, California 90071-1503
Main Tel (213) 229-9500
Main Fax (213) 625-0248
www.mayerbrownrowe.com
Board of Directors
Broadway Financial Corporation
4800 Wilshire Boulevard
Los Angeles, California 90010
Ladies and Gentlemen:
We have acted as counsel to Broadway Financial Corporation, a Delaware
corporation (the Corporation), in connection with the preparation and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the Registration
Statement), relating to the registration of up to 112,512 shares of Corporation
common stock, $0.01 par value per share (Common Stock), to be issued pursuant
to the Corporations Long Term Incentive Plan (the LTIP). We have been
requested by the Corporation to furnish this opinion to be included as an
exhibit to the Registration Statement.
We have reviewed the Registration Statement, the Certificate of
Incorporation and Bylaws of the Corporation, the LTIP, and such other corporate
records and documents as we have deemed appropriate for the purpose of rendering
this opinion. We have also reviewed and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records of the
Corporation and such other instruments, certificates and written and oral
representations of public officials and officers and representatives of the
Corporation as we have deemed appropriate or relevant as a basis for the opinion
set forth below. In addition, we have assumed, without independent verification,
the genuineness of all signatures and the authenticity of all documents
furnished to us and the conformity in all respects of copies to originals.
For purposes of this opinion, we have also assumed that (i) the shares of
Common Stock issuable pursuant to awards granted under the terms of the LTIP
Plan will continue to be validly authorized on the dates the Common Stock is
issued pursuant to the awards; (ii) on the dates the awards are exercised, the
awards granted under the terms of the LTIP Plan will constitute valid, legal and
binding obligations of the Corporation and will (subject to applicable
bankruptcy, moratorium, insolvency, reorganization and other laws and legal
principles affecting the enforceability of creditors rights generally) be
enforceable as to the Corporation in accordance with their terms; (iii) no
change will occur in applicable law or the pertinent facts; and (iv) the
provisions of applicable state securities laws will have been complied with to
the extent required.
Based upon the foregoing, and subject to the qualifications and assumptions
set forth herein, we are of the opinion as of the date hereof that the shares of
Common Stock to be issued pursuant to the LTIP, when issued pursuant to and in
accordance with the Registration Statement and the LTIP and, upon receipt of the
consideration required thereby, will be legally issued, fully paid and
non-assessable shares of Common Stock of the Corporation.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Mayer, Brown, Rowe & Maw
Mayer, Brown, Rowe & Maw
Independent Auditors' Consent
The Board of Directors
Broadway Financial Corporation:
We consent to the incorporation by reference in this registration statement on
Form S-8 of Broadway Financial Corporation of our report dated February 14,
2002, with respect to the consolidated balance sheets of Broadway Financial
Corporation and subsidiaries as of December 31, 2001 and 2000, and the related
consolidated statements of operations and comprehensive earnings, changes in
stockholders' equity and cash flows for the years then ended, which report
appears in the December 31, 2001, annual report on Form 10-KSB of Broadway
Financial Corporation.
Los Angeles, California
December 20, 2002