As filed with the Securities and Exchange Commission on February 18, 1999
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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FPIC INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida No. 59-3359111
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 Riverside Avenue, Suite 800, Jacksonville, Florida 32204
(Address of principal executive office, including zip code)
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DIRECTOR STOCK OPTION PLAN
(Full title of plan)
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John R. Byers, Esq.
Executive Vice President and General Counsel
FPIC Insurance Group, Inc.
1000 Riverside Avenue, Suite 800, Jacksonville Florida 32204
(904) 354-5910
(Name, address and telephone number, including area code, of agent for service)
-----------------------
Copies to:
Michael B. Kirwan, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
50 North Laura Street, Suite 2800
Jacksonville, Florida 32202
(904) 354-8000
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of each class Proposed Proposed maximum
of securities to be Amount to be maximum offering aggregate offering Amount of
registered registered price per share* price* registration fee
------------------- ------------ ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, 300,000 $23.37 $7,011,000 $1,949.06
$.10 par value per shares
share
</TABLE>
*Estimated solely for purposes of calculating the registration fee in accordance
with Rule 457(h) and based upon the average exercise price at which such
outstanding options to purchase shares of the Registrant's common stock under
the Director Stock Option Plan may be exercised.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act of 1933")
and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference in
this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1997.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998, and September 30, 1998.
(c) Description of the Company's Common Stock as set forth in the
Registration Statement on Form 8-A/A dated July 30, 1996.
(d) The Company's reports on Form 8-K, filed with the Commission on July
15, 1998 and January 21, 1999.
All other documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
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<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VI of the Bylaws of the Company provides for indemnification of the
Company's directors, officers, employees or agents in accordance with the laws
of the State of Florida.
Section 607.0850(1) of the Florida Business Corporation Act (the "FBCA")
empowers a corporation to indemnify any person who was or is a party to any
proceeding (other than an action by or in the right of the corporation) by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against liability incurred in connection with such proceeding
(including any appeal) if he or she acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Section 607.0850(2) of the FBCA empowers a corporation to indemnify any
person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth in the preceding paragraph,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expenses of litigating the proceeding
including appeals, provided that the person acted under the standards set forth
in the preceding paragraph. However, no indemnification may be made for any
claim, issue or matter as to which such person is adjudged to be liable unless,
and only to the extent that, the court in which such proceeding was brought, or
any other court of competent jurisdiction, determines upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses that the court deems proper.
Section 607.0850(3) of the FBCA provides that to the extent a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in the defense of any proceeding referred to in subsections (1) and
(2) of Section 607.0850 or in the defense of any claim, issue or matter therein,
he or she shall be indemnified against expenses actually and reasonably incurred
by him or her in connection with the defense.
Section 607.0850(4) of the FBCA provides that any indemnification under
subsections (1) and (2) of Section 607.0850, unless determined by a court, shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in subsections (1) and (2) of Section 607.0850. Such
determination shall be made:
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<PAGE>
(a) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such proceeding;
(b) if such a quorum is not obtainable, or, even if obtainable, by a
majority vote of a committee duly designated by the board of directors (in which
directors who are parties may participate) consisting solely of two or more
directors not at the time parties to the proceeding;
(c) by independent legal counsel:
(1) selected by the board of directors as prescribed in paragraph (a)
or a committee selected as prescribed in paragraph (b); or
(2) if no quorum of directors can be obtained under paragraph (a) and
no committee can be designated under paragraph (b), by a majority vote of the
full board of directors (in which directors who are parties may participate); or
(d) by the shareholders by a majority vote of a quorum of shareholders who
were not parties to such proceedings or if no quorum is obtainable, by a
majority vote of shareholders who were not parties to such proceeding.
Expenses incurred by a director or officer in defending a civil or criminal
proceeding may be paid by the corporation in advance of the final disposition
thereof upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it is ultimately determined that such director
or officer is not entitled to indemnification under Section 607.0850.
Section 607.0850(7) of the FBCA states that indemnification and advancement
of expenses are not exclusive and empowers the corporation to make any other
further indemnification or advancement of expenses of its directors, officers,
employees or agents under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, for actions in an official capacity and in
other capacities while holding an office. However, a corporation cannot
indemnify or advance expenses if a judgment or other final adjudication
establishes that the actions of the director, officer, employee or agent (a)
violated criminal law, unless the director, officer, employee or agent had
reasonable cause to believe his or her conduct was lawful or had no reasonable
cause to believe his or her conduct was unlawful, (b) derived an improper
personal benefit from such transaction, (c) was or is a director in a
circumstance where the liability under Section 607.0834 of the FBCA (relating to
unlawful distributions) applies, or (d) engages in willful misconduct or
conscious disregard for the best interests of the corporation in a proceeding by
or in right of the corporation to procure a judgment in its favor or in a
proceeding by or in right of a shareholder.
Section 607.0850(9) of the FBCA permits any director, officer, employee or
agent who is or was a party to a proceeding to apply for indemnification or
advancement of expenses to any court of competent jurisdiction.
Section 607.0850(12) of the FBCA permits a corporation to purchase and
maintain insurance for a director, officer, employee or agent against any
liability incurred in his or her official capacity or arising out of his or her
status as such regardless of the corporation's power to indemnify him or her
against such liability under this section.
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<PAGE>
According to Section 607.0831 of the FBCA, a director is not personally
liable for monetary damages to the Company or any other person for any
statement, vote, decision or failure to act, regarding corporate management or
policy, unless the director breached or failed to perform his duties as a
director and the director's breach of, or failure to perform those duties
constitutes: (i) a violation of criminal law, unless the director had reasonable
cause to believe his conduct was lawful or had no reason to believe his conduct
was unlawful; (ii) a transaction from which the director derived improper
personal benefit; (iii) a violation of Section 607.0834 of the FBCA, which
concerns unlawful payment of dividends; or (iv) in a proceeding by or in the
right of the corporation or a proceeding by or in the right of someone other
than the corporation or a stockholder, conscious disregard for the best interest
of the corporation, or willful misconduct, or recklessness or an act or omission
which was committed in bad faith or with malicious purpose or in a manner
exhibiting wanton and willful disregard of human rights, safety or property.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
We have listed the Exhibits required to be filed with this Registration
Statement in the following Exhibit Index. We incorporate by reference those
exhibits that have previously been filed with the Commission.
Item 9. Undertakings.
The Company undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b), if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
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<PAGE>
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to section 13 or section 15(d) of the Exchange Act, that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to section
13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described under Item 6 above,
or otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
The Registrant. 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 Jacksonville, state of Florida, on the 18th day of
February, 1999.
FPIC INSURANCE GROUP, INC.
(Registrant)
By: /s/ William R. Russell
-------------------------------------
William R. Russell
President and Chief Executive Officer
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<PAGE>
POWER OF ATTORNEY
KNOW BY ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints William R. Russell, Robert B. Finch,
Donald J. Sabia, Charles W. Emanuel and John R. Byers, and each of them (with
full power in each to act alone), as his true and lawful attorneys- in-fact and
agents, 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 such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, 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, or either of them, or their 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on February 18, 1999.
Signature Title
--------- -----
/s/ James G. White, M.D. Chairman of the Board of Directors
- ------------------------------------
James G. White, M.D.
/s/ Guy T. Selander, M.D. Vice Chairman of the Board of Directors
- ------------------------------------
Guy T. Selander, M.D.
Director
- ------------------------------------
Gaston J. Acosta-Rua, M.D.
/s/ James W. Bridges, M.D. Director
- ------------------------------------
James W. Bridges, M.D.
/s/ J. Stewart Hagin, M.D. Director
- ------------------------------------
J. Stewart Hagin, M.D.
/s/ D. L. Van Eldik, M.D. Director
- ------------------------------------
D. L. Van Eldik, M.D.
/s/ Henry M. Yonge, M.D. Director
- ------------------------------------
Henry M. Yonge, M.D.
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<PAGE>
/s/ Curtis E. Gause, D.D.S. Director
- ------------------------------------
Curtis E. Gause, D.D.S.
/s/ Frank Moya, M.D. Director
- ------------------------------------
Frank Moya, M.D.
/s/ David M. Shapiro, M.D. Director
- ------------------------------------
David M. Shapiro, M.D.
/s/ Richard J. Bagby, M.D. Director
- ------------------------------------
Richard J. Bagby, M.D.
/s/ Robert O. Baratta, M.D. Director
- ------------------------------------
Robert O. Baratta, M.D.
/s/ Louis C. Murray, M.D. Director
- ------------------------------------
Louis C. Murray, M.D.
/s/ William R. Russell President, Chief Executive Officer and
- ------------------------------------ Director (Principal Executive Officer)
William R. Russell
/s/ Robert B. Finch Executive Vice President and Treasurer
- ------------------------------------ (Principal Financial Officer)
Robert B. Finch
/s/ Donald J. Sabia Vice President and Controller (Principal
- ------------------------------------ Accounting Officer)
Donald J. Sabia
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<PAGE>
EXHIBIT INDEX
Exhibit
No.
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3(a) Restated Articles of Incorporation of the Company, (incorporated
by reference to Exhibit 3(a) to the Company's Registration
Statement on Form S-4 (File No. 333-2040), first filed with the
Commission on March 7, 1996)
3(b) Bylaws of the Company, as amended (incorporated by reference to
Exhibit 4(b) to the Company's Registration Statement on Form S- 8
(File No. 333-____), first filed with the Commission on February
18, 1999)
5 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23(a) Consent of KPMG, LLP
23(b) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in
Exhibit 5)
24 Power of Attorney (included on the signature page of this
Registration Statement)
99 Director Stock Option Plan (incorporated by reference to Appendix
A-1 of the Company's Definitive Proxy Statement filed with the
Commission on May 8, 1998)
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EXHIBIT 5
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
50 N. LAURA STREET SUITE 2800
JACKSONVILLE, FL 32202-3650
(904) 354-8000
FACSIMILE: (904) 353-1673
February 18, 1999
FPIC Insurance Group, Inc.
1000 Riverside Avenue, Suite 800
Jacksonville, FL 32204
Ladies and Gentlemen:
We have acted as counsel to FPIC Insurance Group, Inc., a Florida
corporation (the Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") to be filed by the Company on or shortly
after the date hereof with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to
300,000 shares of the Company's common stock, par value $0.10 per share (the
"Common Stock"), to be issued pursuant to the Company's Director Stock Option
Plan (the "Plan").
In connection with this opinion, we have made such investigations and have
considered such matters of law and of fact, including the examination of
originals or copies, certified or otherwise identified to our satisfaction, of
such records and documents of the Company, certificates of officers and
representatives of the Company, certificates of public officials and such other
documents as we have deemed appropriate as a basis for the opinions hereinafter
set forth. With respect to all of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to the originals of all documents submitted to
us as copies.
Based upon the foregoing, and subject to the qualifications stated herein,
we are of the opinion that:
1. Upon issuance, delivery and payment therefor in accordance with the
terms of the Plan, the Common Stock will be legally issued, fully paid and
non-assessable.
This opinion is limited to the laws of the State of Florida and the Federal
laws of the United States.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name therein. In giving this
consent, we do not hereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules or
regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
EXHIBIT 23(a)
KPMG, LLP
The Board of Directors
FPIC Insurance Group, Inc.
We consent to the use of our report dated March 6, 1998 relating to the
consolidated balance sheets of FPIC Insurance Group, Inc. as of December 31,
1997 and 1996 and the related consolidated statements of income, changes in
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1997 incorporated herein by reference in the
registration statement on Form S-8 of FPIC Insurance Group, Inc.'s Director
Stock Option Plan.
/s/ KPMG, LLP
Jacksonville, Florida
February 18, 1999
