**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

----

 

**FORM10-K**

** **

**FORANNUAL AND TRANSITION REPORTSPURSUANT TO SECTIONS 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

| **(Mark One)**                                                                                                                                                                                                                                                                                                                                       |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ý                                                                                                                                                                                                                                                                                                                                               | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
| ** **                                                                                                                                                                                                                                                                                                                                           |
| **For the fiscal year ended December 31, 2005.**                                                                                                                                                                                                                                                                                                     |
| ** **                                                                                                                                                                                                                                                                                                                                           |
| **or**                                                                                                                                                                                                                                                                                                                                               |
| ** **                                                                                                                                                                                                                                                                                                                                           |
| **o**                                                                                                                                                                                                                                                                                                                                                | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
| ** **                                                                                                                                                                                                                                                                                                                                           | ** ** |
| **For the transition period from                           to                           ** |

 

**333-113136-04**

(Commission File Number)

** **

**ONYXACCEPTANCE OWNER TRUST 2005-B,**

**Issuer**

**ONYXACCEPTANCE FINANCIAL CORPORATION**

**Registrant and Seller**

(Exactname of registrant as specified in its charter)

 

**Delaware**

(State or Other Jurisdiction of Incorporation)

 

**33-0629768**(Registrant’s I.R.S. Employer Identification No.)

 

**27051 Towne Centre Drive, Suite 200**

**Foothill Ranch, CA 92610**

**(949) 465-3500**

(Address and Telephone Number of Principal Executive Offices)

 

**27051 Towne Centre Drive, Suite 100**

**Foothill Ranch, CA 92610**

**(949) 465-3900**

(FormerName or Former Address, if Changed Since Last Report)

 

Securities registeredpursuant to Section 12(b) of the Securities Exchange Act of 1934:

**None**

 

Securities registeredpursuant to Section 12(g) of the Securities Exchange Act of 1934:

**None**

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer (as defined in Rule 405 of theSecurities Act).    o  Yes    ý  No

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Securities Exchange Act.    o  Yes    ý  No

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.

 

ý Yes  o No

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, tothe best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K or any amendmentto this Form 10-K.     ý

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer.  See definition of“accelerated filer and large accelerated filer” in Rule 12b-2 of the SecuritiesExchange Act. (Check one):

| Large  Accelerated Filer: o |   | Accelerated Filer: |   | o |   | Non-Accelerated Filer: |   | ý |
|-----------------------------|--------|--------------------|--------|---|--------|------------------------|--------|--------|

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).

 

Yes o No ý

 

State the aggregate marketvalue of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was last sold, orthe average bid and asked price of such common equity, as of the last businessday of the registrant’s most recently completed second fiscal quarter.

**None**

 

Registrant does not have anyvoting stock.

 

Documents Incorporated byReference.  **See Item 15(b).**

 

 

----

 

**PART I**

Item 1.                    **Business**

 

This Annual Report on Form10-K (the “Report”) is filed with respect to Onyx Acceptance Owner Trust 2005-B(the “Trust”), a statutory trust formed under the laws of the State of Delawarepursuant to a Trust Agreement, dated as of June 27, 2005 (the “Trust Agreement”),between Onyx Acceptance Financial Corporation, the registrant (referred toherein as the “Company”) and Wilmington Trust Company, as owner trustee (the “OwnerTrustee”). The Trust issued $900,000,000 in aggregate principal amount ofasset-backed notes, Classes A-1, A-2, A-3 and A-4 (the “Notes”) pursuant to anIndenture, dated as of July 21, 2005 (the “Indenture”), between the Trust andJPMorgan Chase Bank, N.A., as indenture trustee (the “Indenture Trustee”) andoperating pursuant to an Amended and Restated Trust Agreement, dated as of July21, 2005 (the “Amended and Restated Trust Agreement”) between the Company, theOwner Trustee and JPMorgan Chase Bank, N.A., as trust agent.

 

Item 1A.                 **Risk Factors**

 

Omitted.

 

Item 1B.                  **Unresolved Staff Comments**

 

None.

 

Item 2.                    **Properties**

 

See Item 15.

 

Item 3.                    **Legal Proceedings**

 

(a)           None.

 

(b)           Not applicable.

 

Item 4.                    **Submission of Matters to aVote of Security Holders**

None.

**PART II**

Item 5.                    **Market for Registrant’sCommon Equity and Related Stockholder Matters and Issuer Purchases of EquitySecurities**

 

To the best knowledge of theregistrant, there is no established public trading market for the Notes.

 

(a)           At December 31, 2005 there were fewer than300 holders of record of each class of Notes.

 

(b)           Not applicable.

 

(c)           Not applicable.

 

2

----

 

Item 6.                    **Selected Financial Data**

 

Omitted.

 

Item 7.                    **Management’s Discussion andAnalysis of Financial Condition and Results of Operation**

 

Omitted.

 

Item 7A.                 **Quantitative and QualitativeDisclosures About Market Risk**

 

Omitted.

 

Item 8.                    **Financial Statements andSupplementary Data**

 

Omitted.

 

Item 9.                    **Changes in and DisagreementsWith Accountants on Accounting and Financial Disclosure**

 

Omitted.

 

Item 9A.                 **Controls and Procedures**

 

Omitted.

 

Item 9B.                  **Other Information**

 

None.

**PART III**

 

Item 10.                  **Directors and ExecutiveOfficers of the Registrant**

 

Omitted.

 

Item 11.                  **Executive Compensation**

 

Omitted.

 

Item 12.                  **Security Ownership ofCertain Beneficial Owners and Management and Related Stockholder Matters**

** **
| **Title**         | ** ** | **Name and Address of Beneficial Owner** | ** ** | **Amount and Nature of  Beneficial Ownership** | ** ** | **Percent of Class** | ** ** |
|-------------------|------------|-------------------------------------------------------------------|------------|--------------------------------------------------------------------|------------|--------------------------------|------------|
| Residual Interest |       | Onyx  Acceptance Financial Corporation                            |       | Directly  owns 100% of the Residual Interest                       |       | 100                            | %          |

 

3

----

 

Item 13.                  **Certain Relationships andRelated Transactions**

 

(a)           (1)           Not Applicable.

 

(2)           Not applicable.

 

(3)           None.

 

(4)           None.

 

Item 14.                  **Principal Accountant Feesand Services**

 

Omitted.

 

**PART IV**

 

Item 15.                  **Exhibits, FinancialStatement Schedules**

 

(a)           (1)           None.

 

(2)           None.

 

(3)           The exhibits filed in response to Item 601 ofRegulation S-K are listed in the Exhibit Index.

 

(b)           Reports on Form 8-K.

 

The following CurrentReports on Form 8-K were filed by the registrant during the year endingDecember 31, 2005

 

| **Date of Report** | ** ** | **Items Reported** |
|------------------------------|------------|-------------------------|
|                         |       |                    |
| August  15, 2005             |       | Items 8.01, 9.01        |
| September  15, 2005          |       | Items 8.01, 9.01        |
| October  12, 2005            |       | Items 8.01, 9.01        |
| November  9, 2005            |       | Items 1.01, 9.01        |
| November  15, 2005           |       | Items 8.01, 9.01        |
| December  16, 2005           |       | Items 8.01, 9.01        |
| January  17, 2006            |       | Items 8.01, 9.01        |

 

(c)           The exhibits filed in response to Item 601 ofRegulation S-K are listed in the Exhibit Index.

 

4

----

 

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

Date:March 30, 2006

 
|   |   | ONYX  ACCEPTANCE FINANCIAL  CORPORATION, as Depositor |
|--------|--------|-------------------------------------------------------|
|   |   |                                                  |
|   |   |                                                  |
|   |   | By:                                                   | /s/  Stephen Linehan |   |
|   |   |                                                  | Name:  Stephen Linehan |
|   |   |                                                  | Title:  Assistant Vice President |

 

----

 

**EXHIBIT INDEX**

 
| Exhibit 1.1   |   | Underwriting  Agreement, dated as of July 12, 2005 among the Company, the Registrant and  the Representatives (Filed as part of the Company’s Current Report on Form  8-K filed on July 26, 2005).*                                                                                                           |
|---------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |   |                                                                                                                                                                                                                                                                                                               |
| Exhibit  4.1  |   | Amended  and Restated Trust Agreement, dated as of July 21, 2005, among the  Registrant, JPMorgan Chase Bank, N.A. (the “Indenture Trustee”), as trust  agent, and Wilmington Trust Company, as owner trustee (Filed as part of the  Company’s Current Report on Form 8-K filed on July 26, 2005).* |
|          |   |                                                                                                                                                                                                                                                                                                               |
| Exhibit  4.2  |   | Indenture,  dated as of July 21, 2005, between the Trust and the Indenture Trustee (Filed  as part of the Company’s Current Report on Form 8-K filed on July 26, 2005).*                                                                                                                                      |
|          |   |                                                                                                                                                                                                                                                                                                               |
| Exhibit  4.3  |   | Note  Guaranty Insurance Policy (Filed as part of the Company’s Current Report on  Form 8-K filed on July 26, 2005).*                                                                                                                                                                                         |
|          |   |                                                                                                                                                                                                                                                                                                               |
| Exhibit  10.1 |   | Purchase  Agreement, dated as of July 21, 2005, between the Company and the Registrant  (Filed as part of the Company’s Current Report on Form 8-K filed on July 26,  2005).*                                                                                                                                 |
|          |   |                                                                                                                                                                                                                                                                                                               |
| Exhibit  10.2 |   | Sale  and Servicing Agreement, dated as of July 21, 2005, among Registrant, the  Trust, the Company and the Indenture Trustee (Filed as part of the Company’s  Current Report on Form 8-K filed on July 26, 2005).*                                                                                           |
|          |   |                                                                                                                                                                                                                                                                                                               |
| Exhibit  10.3 |   | Administration  Agreement, dated as of July 21, 2005, among the Company, the Registrant, the  Trust and the Note Insurer (Filed as part of the Company’s Current Report on  Form 8-K filed on July 26, 2005).*                                                                                                |
|          |   |                                                                                                                                                                                                                                                                                                               |
| Exhibit  10.4 |   | Insurance  and Reimbursement Agreement, dated as of July 21, 2005, among Financial  Guaranty Insurance Company, the Company, the Trust and the Indenture Trustee.  (Filed as part of the Company’s Current Report on Form 8-K filed on July 26,  2005).*                                                      |
|          |   |                                                                                                                                                                                                                                                                                                               |
| Exhibit  10.5 |   | Amendment  to Insurance and Reimbursement Agreement, dated as of October 31, 2005, among  Financial Guaranty Insurance Company, the Company, Onyx Acceptance  Corporation and the Indenture Trustee. (Filed as part of the Company’s  Current Report on Form 8-K on November 9, 2005).*                       |
|          |   |                                                                                                                                                                                                                                                                                                               |
| Exhibit 31:   |   | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of  2002 and relevant rules and regulations of the Securities and Exchange  Commission.                                                                                                                                                            |
|          |   |                                                                                                                                                                                                                                                                                                               |
| Exhibit 99.1: |   | Aggregate Trust Data.                                                                                                                                                                                                                                                                                              |
|          |   |                                                                                                                                                                                                                                                                                                               |
| Exhibit 99.2: |   | Annual Statement as to Compliance of the Servicer.                                                                                                                                                                                                                                                                 |
|          |   |                                                                                                                                                                                                                                                                                                               |
| Exhibit 99.3: |   | Independent Auditors Report on Compliance.                                                                                                                                                                                                                                                                         |
|          |   |                                                                                                                                                                                                                                                                                                               |
| Exhibit 99.4: |   | Report of Management on Compliance.                                                                                                                                                                                                                                                                                |

 

 

----

*Incorporated by reference.

 

----