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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 11, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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20TH CENTURY INDUSTRIES
(Exact name of registrant as specified in its charter)
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CALIFORNIA 95-1935264
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
6301 Owensmouth Avenue
Woodland Hills, California
(Address of principal executive offices)
20TH CENTURY INDUSTRIES 1995 STOCK OPTION PLAN
(Full title of the Plan)
William L. Mellick
President and Chief Executive Officer
20th Century Industries
6301 Owensmouth Avenue
Woodland Hills, California 91367
(Name and address of agent for service)
(818) 704-3700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
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Common Stock 3,000,000 $ 21.75(1) $ 65,250,000(1) $ 19,772.73
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(1) Estimated in accordance with Rule 457(h) and Rule 457(c) solely for the
purposes of calculating the registration fee and based on the average of
the high and low prices of the Common Stock of the Company on the New York
Stock Exchange on July 10, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is being filed for the purpose of registering
additional shares of common stock, no par value per share, of 20th Century
Industries, a California corporation, for issuance under the 20th Century
Industries 1995 Stock Option Plan. Pursuant to General Instruction E of Form
S-8, the Registrant hereby incorporates by reference the contents (including
the Exhibits other than Exhibit 24.0, "Consent of Independent Accountants")
of the Form S-8 filed by the Registrant on July 25, 1995, File No. 33- , except
as to Item 3 of each of said Registration Statement.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of 20th Century Industries, a California
corporation, (the "Company") previously filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in the
Registration Statement:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997; and
(iii) The description of the Company's Common Stock, no par value, set forth
under the heading "Description of Registrant's Securities to be Registered" in
the Company's Registration Statement on Form 8-A, dated July 22, 1991, together
with any amendment or report filed with the Commission for the purposes of
updating such description.
All documents subsequently filed by the company or the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Woodland Hills, State of California on this 11th day
of July, 1997
20TH CENTURY INDUSTRIES
By:/s/ WILLIAM L. MELLICK
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William L. Mellick
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints William
L. Mellick, Robert B. Tschudy and John R. Bollington his true and lawful
attorneys-in-fact and agents, each acting alone, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any and 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, granting unto said attorneys-in-fact and agents, each acting alone,
full powers and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ JOHN B. DE NAULT Chairman of the May 20, 1997
- ------------------------- Board of Directors
John B. De Nault
Director May 20, 1997
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William H. Braddock
/s/ STANLEY M. BURKE Director May 20, 1997
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Stanley M. Burke
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/s/ JOHN B. DE NAULT, III Director May 20, 1997
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John B. De Nault, III
/s/ R. SCOTT FOSTER, M.D. Director May 20, 1997
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R. Scott Foster, M.D.
/s/ RACHFORD HARRIS Director May 20, 1997
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Rachford Harris
/s/ WILLIAM L. MELLICK Director,
- ------------------------- President and
William L. Mellick Chief Executive
Officer (Principal
Executive Officer) July 11, 1997
/s/ ROBERT M. SANDLER Director May 20, 1997
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Robert M. Sandler
/s/ GREGORY M. SHEPARD Director May 20, 1997
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Gregory M. Shepard
/s/ HOWARD I. SMITH Director May 20, 1997
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Howard I. Smith
/s/ ARTHUR H. VOSS Director May 20, 1997
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Arthur H. Voss
/s/ ROBERT B. TSCHUDY Senior Vice
- ------------------------- President and
Robert B. Tschudy Chief Financial
Officer (Principal
Financial Officer) July 11, 1997
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EXHIBITS
4.1 20th Century 1995 Stock Option Plan. Incorporated by
reference from the Form 10-K filed by the Company for the year ended
December 31, 1996.
4.2 First Amendment to 20th Century Industries 1995 Stock Option Plan.
Filed herewith.
5.0 Opinion of Gibson, Dunn & Crutcher.
24.0 Consent of Independent Auditors. Filed herewith.
25.0 Power of Attorney (included on Signature Pages).
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FIRST AMENDMENT
TO
20th CENTURY INDUSTRIES
1995 STOCK OPTION PLAN
The 1995 Stock Option Plan (the "Plan") of 20th Century Industries, a
California corporation (the "Company") is hereby amended in the following
respects:
1. Paragraph (e) of Section 3 of the Plan is amended and restated to read as
follows:
(e) Notwithstanding any other provision of this Plan, no Employee shall be
granted Awards in excess of 100,000 shares of Common Stock, subject to
adjustment pursuant to Section 8 hereof, during any one calendar year.
2. Paragraph (a) of Section 4 of the Plan is amended and restated to read as
follows:
(a) Each year, on the day of the annual meeting of shareholders of the
Company (or any adjournment thereof) at which directors of the Company are
elected (the "Date of Grant"), each Nonemployee Director shall
automatically be granted an option (a "Nonemployee Director Option") to
purchase 4,000 Common Shares. Each Nonemployee Director shall
automatically be granted a Nonemployee Director Option to purchase 4,000
Common Shares upon appointment to the Board of Directors. In no event
shall a Nonemployee Director be granted options for more than 4,000 Common
Shares per calendar year.
3. Paragraphs (a) and (b) of Section 5 of the Plan are amended and restated to
read as follows.
(a) The aggregate number of Common Shares that may be issued pursuant to
all Incentive Stock Options granted under this Plan shall not exceed
3,600,000, subject to adjustment as provided in Section 8 hereof.
(b) At any time, the aggregate number of Common Shares issued and issuable
pursuant to all Awards (including Incentive Stock Options) and Nonemployee
Director Options granted under this Plan shall not exceed 4,000,000,
subject to adjustment as provided in Section 8 hereof.
EXHIBIT 4.2
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4. In all other respects the 1995 Stock Option Plan, as amended, is hereby
ratified, confirmed and approved.
5. This First Amendment shall be effective upon approval, directly or
indirectly, by the affirmative votes of the holders of a majority of the Common
Shares of the Company present, or represented, and entitled to vote at a meeting
duly held in accordance with the laws of the State of California, or by written
consent of a majority of the outstanding Common Shares.
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Exhibit 5.0
July 10, 1997
(213) 229-7765 C 00335-00002
20th Century Industries
6301 Owensmouth Avenue
Woodland Hills, California 91367
RE: 20TH CENTURY INDUSTRIES -- FORM S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
We have acted as special counsel to 20th Century Industries, a
California corporation (the "Company"), in connection with (i) the filing
with the Securities and Exchange Commission of the Company's registration
statement on Form S-8 (the "Registration Statement") covering 3,000,000
shares of common stock, without par value ("Common Stock"), of the Company
that may be issued upon exercise of stock options under the Company's 1995
Stock Option Plan (as amended to date, the "Option Plan"), and (ii) the
preparation of the prospectus to be delivered to recipients of awards under
the Plan as required pursuant to Item 1 of Form S-8 (the "Prospectus").
As such counsel, we have examined the Registration Statement, the
Prospectus, the Option Plan and exhibits thereto and such other documents, and
have obtained such certificates and assurances from officers and
representatives of the Company and made such additional inquiries, as we have
deemed necessary for the purpose of rendering this opinion. We have assumed
the genuineness of all signatures on, and the authenticity of, all documents
and instruments submitted to us as originals, and the conformity to original
documents of all documents submitted to us as copies. We have also examined
the proceedings heretofore taken by the Company in connection with the
adoption of the Option Plan and we assume for the purposes of this opinion
that the Company will not grant any award under the Option Plan pursuant to
which shares of Common Stock could be issued for consideration that is not
adequate in form or amount to support the issuance of fully paid stock under
applicable state law.
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July 10, 1997
Page 2
On the basis of the foregoing, we are of the opinion that the shares of
Common Stock to be issued by the Company pursuant to the Option plan will,
when sold and paid for in accordance with the terms of the Option Plan, be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
BPW/ks
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Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-00000) pertaining to the 20th Century 1995 Stock Option
Plan of our report dated February 19, 1997, with respect to the consolidated
financial statements and schedule of 20th Century Industries included in its
Annual Report (Form 10-K) for the year ended December 31, 1996, filed with
the Securities and Exchange Commission.
Los Angeles, California Ernst & Young LLP
July 7, 1997
