**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

 

**Washington,D.C. 20549**

 

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**FORM 10-K**

 

**FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

**(Mark One)**

 

ý                  **ANNUAL REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31,2005.**

 

**or**

 

o                  **TRANSITION REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition period from                          to**

 

**333-113136-03****(Commission File Number)**

 

**ONYXACCEPTANCE OWNER TRUST 2005-A,**

**Issuer**

**ONYXACCEPTANCE FINANCIAL CORPORATION**

**Registrantand Seller**

(Exact name 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 Numberof Principal Executive Offices)

 

**27051 Towne Centre Drive, Suite 100**

**Foothill Ranch, CA 92610**

**(949) 465-3900**

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

 

Securities registered pursuant to Section 12(b) ofthe Securities Exchange Act of 1934:   **None**

Securities registered pursuant to Section 12(g) ofthe Securities Exchange Act of 1934:    **None**

 

Indicate by check mark if the registrant is awell-known seasoned issuer (as defined in Rule 405 of the Securities Act). o  Yes  ý No

 

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) ofthe Securities Exchange Act.  o  Yes    ý  No

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.

ý Yes  o No

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter)is not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.   ý

 

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” in Rule 12b-2of the Securities Exchange Act. (Check one): 
| Large Accelerated Filer:  o |   | Accelerated Filer:    o | Non-Accelerated Filer:   ý |
|----------------------------------|--------|----------------------------------------|-------------------------------------------|

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act).

 

 Yes o No ý

 

State the aggregate market value of the voting andnon-voting common equity held by non-affiliates computed by reference to theprice at which the common equity was last sold, or the average bid and askedprice of such common equity, as of the last business day of the registrant’smost recently completed second fiscal quarter.

None

 

Registrant does not have any voting stock.

 

Documents Incorporated by Reference. **See Item 15(b).**

 

 

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**PART I**

 

Item 1.                                                             **Business**

 

This Annual Report on Form 10-K (the “Report”)is filed with respect to Onyx Acceptance Owner Trust 2005-A (the “Trust”), astatutory trust formed under the laws of the State of Delaware pursuant to aTrust Agreement, dated as of February 1, 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 $700,000,000 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 February 23, 2005 (the “Indenture”), between theTrust and JPMorgan Chase Bank, N.A., as indenture trustee (the “IndentureTrustee”) and operating pursuant to an Amended and Restated Trust Agreement,dated as of February 23, 2005 (the “Amended and Restated Trust Agreement”)between the Company, the Owner Trustee and JPMorgan Chase Bank, N.A., as trustagent.

 

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.

 

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**PART II**

 

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

 

To the best knowledge of the registrant, there is no established publictrading market for the Notes.

 

(a)   At December 31,2005 there were fewer than 300 holders of record of each class of Notes.

 

(b)  Not applicable.

 

(c)  Not applicable.

 

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.

 

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**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                  | %          |

 

Item 13.                                                       **Certain Relationships andRelated Transactions**

 

(a)                                  (1)  Not Applicable.

 

(2)  Not applicable.

 

(3)  None.

 

(4)  None.

 

Item 14.                                                       **Principal Accountant Feesand Services**

 

Omitted.

 

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**PART IV**

 

Item 15. **Exhibits,Financial Statement Schedules**

 

(a)                                (1)  None.

 

(2)  None.

 

(3)  The exhibits filed in response to Item 601 of Regulation S-Kare listed in the Exhibit Index.

 

(b)  Reports on Form 8-K.

 

The following Current Reports on Form 8-K werefiled by the registrant during the year ending December 31, 2005

 

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

 

(c)  The exhibits filed in response to Item 601 of Regulation S-Kare listed in the Exhibit Index.

 

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**SIGNATURES**

 

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 

Dated: March 30, 2006

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

 

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**EXHIBIT INDEX**

 
| Exhibit 1.1   |   | Underwriting Agreement,  dated February 15, 2005 among the Company, the Registrant and the  Representatives (Filed as part of the Company’s Current Report on Form 8-K  filed on March 1, 2005).*                                                                                                                 |
|--------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |   |                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 4.1   |   | Amended and Restated Trust  Agreement, dated as of February 23, 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 March 1, 2005).* |
|               |   |                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 4.2   |   | Indenture, dated as of February 23,  2005, between the Trust and the Indenture Trustee (Filed as part of the  Company’s Current Report on Form 8-K filed on March 1, 2005).*                                                                                                                                      |
|               |   |                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 4.3   |   | Note Guaranty Insurance  Policy dated as of February 23, 2005, issued by MBIA Insurance Company  (Filed as part of the Company’s Current Report on Form 8-K filed on  March 1, 2005).*                                                                                                                            |
|               |   |                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 10.1  |   | Sale and Servicing  Agreement, dated as of February 23, 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 March 1, 2005).*                                                                                           |
|               |   |                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 10.2  |   | Administration Agreement,  dated as of February 23, 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 March 1, 2005).*                                                                                                |
|               |   |                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 10.3  |   | Insurance and  Reimbursement Agreement, dated as of February 23, 2005, among MBIA  Insurance Company, Company, the Trust and the Indenture Trustee. (Filed as part of  the Company’s Current Report on Form 8-K filed on March 1, 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                                                                                                                                                                                                                                                                                                         |

 

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*Incorporated by reference.

 

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