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As filed with the Securities and Exchange Commission on July 16, 1998
Registration No. _________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SCPIE HOLDINGS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4557980
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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9441 W. OLYMPIC BOULEVARD
BEVERLY HILLS, CALIFORNIA 90212
(310) 551-5900
(Address of principal executive offices,
including zip code, and telephone number)
THE 1997 EQUITY PARTICIPATION PLAN OF SCPIE HOLDINGS INC.
(Full title of the plans)
-------------------
Copies to:
DONALD J. ZUK DONALD P. NEWELL, ESQ.
PRESIDENT AND LATHAM & WATKINS
CHIEF EXECUTIVE OFFICER 701 "B" STREET
SCPIE HOLDINGS INC. SAN DIEGO, CALIFORNIA 92101
9441 W. OLYMPIC BOULEVARD (619) 236-1234
BEVERLY HILLS, CALIFORNIA 90212
(310) 551-5900
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.0001 par value 1,250,000 (1) (2) $42,819,013.70 $12,631.61
======================================================================================================================
</TABLE>
(1) A maximum of 1,250,000 shares of common stock were reserved for issuance
under The 1997 Equity Participation Plan of SCPIE Holdings Inc. (the
"Plan"). All shares reserved for issuance under the Plan are being
registered hereunder.
(2) This estimate is made pursuant to Rule 457(h) solely for purposes of
calculating the registration fee, and is determined according to the
following offering price information: (i) under the Plan 55,000 shares of
common stock are subject to outstanding options with an exercise price of
$36.50 per share, 201,790 shares of common stock are subject to
outstanding options with an exercise price of $29.1875 per share, and the
remaining 993,210 shares of common stock are reserved for issuance upon
exercise of options to be granted in the future. Pursuant to Rule 457(h),
for all shares of common stock being registered hereunder with an exercise
price which cannot be presently determined (993,210 shares of common stock
under the Plan), the Proposed Maximum Offering Price Per Share is $35.16
per share of common stock, which is based on the average of the high and
low prices for the Company's common stock as reported on the New York
Stock Exchange on July 14, 1998.
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PART I
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by SCPIE Holdings Inc., a Delaware corporation
(the "Company"), are hereby incorporated by reference in this Registration
Statement:
(a) The Annual Report on Form 10-K filed pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") on March
31, 1998, as amended by Amendment No. 1 to Form 10-K filed on May
15, 1998 (the "Annual Report on Form 10-K");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the effective date of the Annual Report on
Form 10-K; and
(c) The description of the Company's common stock, par value $.0001
per share (the "Common Stock"), contained in the Registration
Statement on Form 8-A, filed with the Commission on November 13,
1996, and any amendments or updates thereto.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date this Registration Statement
is filed with the Commission and prior to the filing of a post-effective
amendment which indicates that all securities offered 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 a part of it
from the respective dates 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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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The Company has employed in the past, and intends to employ in the
future, the law firm of Latham & Watkins, to perform legal services. Donald P.
Newell, a director of the Company, is a partner of Latham & Watkins.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Seventh of the Amended and Restated Certificate of Incorporation
of the Company (the "Company Certificate") and Article V and VI of the Amended
and Restated Bylaws of the Company (the "Company Bylaws," with Article Seventh
of the Company Certificate and Article V and VI of the Company Bylaws
hereinafter referred to as the "Director Liability and Indemnification
Provisions") limit the personal liability of the Company's directors to the
Company or its stockholders for monetary damages for breach of fiduciary duty.
The Director Liability and Indemnification Provisions define and clarify
the rights of certain individuals, including the Company's directors and
officers, to indemnification by the Company in the event of personal liability
or expenses incurred by them as a result of certain litigation against them.
Such provisions are consistent with Section 102(b)(7) of the General Corporation
Law of the State of Delaware (the "DGCL"), which is designed, among other
things, to encourage qualified individuals to serve as directors of Delaware
corporations by permitting Delaware corporations to include in their articles or
certificates of incorporation a provision limiting or eliminating directors'
liability for monetary damages and with other existing DGCL provisions
permitting indemnification of certain individuals, including directors and
officers. The limitations of liability in the Director Liability and
Indemnification Provisions may not affect claims arising under the federal
securities laws.
In performing their duties, directors of a Delaware corporation are
obligated as fiduciaries to exercise their business judgment and act in what
they reasonably determine in good faith, after appropriate consideration, to be
the best interests of the corporation and its stockholders. Decisions made on
that basis are protected by the "business judgment rule." The business judgment
rule is designed to protect directors from personal liability to the corporation
or its stockholders when business decisions are subsequently challenged.
However, the expense of defending lawsuits, the frequency with which unwarranted
litigation is brought against directors and the inevitable uncertainties with
respect to the outcome of applying the business judgment rule to particular
facts and circumstances mean that, as a practical matter, directors and officers
of a corporation rely on indemnity from, and insurance procured by, the
corporation they serve as a financial backstop in the event of such expenses or
unforeseen liability. The Delaware legislature has recognized that adequate
insurance and indemnity provisions are often a condition of an individual's
willingness to serve as director of a Delaware corporation. The DGCL has for
some time specifically permitted corporations to provide indemnity and procure
insurance for its directors and officers.
Set forth below is a description of the Director Liability and
Indemnification Provisions. Such description is intended as a summary only and
is qualified in its entirety by reference to the Company Certificate and the
Company Bylaws.
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Elimination of Liability in Certain Circumstances. Article Seventh of
the Company Certificate provides that a director is not liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability is not permitted
under the General Corporation Law of the State of Delaware. Article Seventh
further provides that any repeal or modification of said Article Seventh shall
not adversely affect any right or protection of a director existing under
Article Seventh with respect to any act or omission occurring prior to such
repeal or modification.
Indemnification and Insurance. Article V and VI of the Company Bylaws
provides that every person who was or is a party or is or was threatened to be
made a party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was
a director or officer or employee or agent of the Company or, while a director
or officer or employee or agent of the Company, is or was serving at the request
of the Company as a director or officer or employee or agent or trustee of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, will be indemnified by the Company against expenses (including
counsel fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him/her in connection with such action, suit or
proceeding to the full extent permitted by applicable law. The Company is
required to indemnify a person in connection with a proceeding (or part thereof)
initiated by such person only if the proceeding (or part thereof) was authorized
by the Board of Directors of the Company. Article V also provides that the right
of indemnification shall not be deemed exclusive of any other rights to which
such director or officer may be entitled under the Bylaws or any agreement, vote
of stockholders, or otherwise.
The Company has obtained policies of insurance under which its directors
and officers are insured against certain expenses in connection with the defense
of, and certain liabilities which might be imposed as a result of, actions,
suits or proceedings to which they are parties by reason of being or having been
such directors or officers.
In addition to the Director Liability and Indemnification Provisions, an
indemnification agreement ("Indemnification Agreement") has been executed
between the Company and each of the Company's directors. The following
description of the Indemnification Agreement is intended as a summary only and
is qualified in its entirety by reference to a form of this agreement filed as
an exhibit to the Company's Amendment No. 1 to Registration Statement on Form
S-4, filed with the Commission on August 8, 1996.
The Indemnification Agreement provides that the Company will indemnify
the indemnitee director, his executors, administrators or assigns for any
expenses including, without limitation, damages, judgements, fines, penalties,
settlements and costs, attorneys' fees and disbursements and costs of attachment
or similar bonds, investigations, and any expenses of establishing a right to
indemnification under the Indemnification Agreement, which the indemnitee
director is or becomes legally obligated to pay in connection with any
threatened, pending or completed claim, action, suit or proceeding, by reason of
the fact that he is or was a director or officer of the Company or, while a
director or officer of the Company, is or was serving at the request of the
Company as a director or officer of another corporation, partnership, joint
venture, trust, employee
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benefit plan or other enterprise. The Indemnification Agreement does not
diminish or restrict any right to indemnification under the Director Liability
and Indemnification Provisions or under law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index on page 9 hereof.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby 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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this 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 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 this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if 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 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the
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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.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 this 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Beverly Hills, State of California, on July 15,
1998.
SCPIE Holdings Inc.
By: /s/ DONALD J. ZUK
---------------------------------------
Donald J. Zuk
President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below authorizes Donald J.
Zuk and Patrick T. Lo, and either of them, with full power of substitution and
resubstitution, his/her true and lawful attorneys-in-fact, for him/her in any
and all capacities, to sign any amendments (including post-effective amendments)
to this Registration Statement and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Commission.
<TABLE>
<CAPTION>
Signature Title
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<S> <C> <C>
/s/ DONALD J. ZUK President and Chief Executive July 15, 1998
- ----------------------------------- Officer, Director
Donald J. Zuk
/s/ PATRICK T. LO Vice President, Chief Financial July 15, 1998
- ----------------------------------- Officer and Asst. Treas.
Patrick T. Lo
/s/ PATRICK S. GRANT Senior Vice President, Asst. July 15, 1998
- ----------------------------------- Secretary and Asst. Treasurer
Patrick S. Grant
/s/ JOSEPH P. HENKES Senior Vice President and July 15, 1998
- ----------------------------------- Secretary
Joseph P. Henkes
/s/ MITCHELL S. KARLAN Chairman, Director June 26, 1998
- -----------------------------------
Mitchell S. Karlan, M.D.
/s/ JACK E. MCCLEARY Treasurer, Director July 15, 1998
- -----------------------------------
Jack E. McCleary, M.D.
/s/ WENDELL L. MOSELEY Director July 15, 1998
- -----------------------------------
Wendell L. Moseley, M.D.
/s/ ALLAN K. BRINEY Director July 15, 1998
- -----------------------------------
Allan K. Briney, M.D.
/s/ CHARLES B. MCELWEE
- ----------------------------------- Director
Charles B. McElwee, M.D. July 15, 1998
/s/ HARRIETT M. OPFELL Director July 15, 1998
- -----------------------------------
Harriett M. Opfell, M.D.
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ WILLIAM A. RENERT Director July 15, 1998
- -----------------------------------
William A. Renert, M.D.
/s/ HENRY L. STOUTZ Director July 15, 1998
- -----------------------------------
Henry L. Stoutz, M.D.
/s/ REINHOLD A. ULLRICH Director July 15, 1998
- -----------------------------------
Reinhold A. Ullrich, M.D.
/s/ DONALD P. NEWELL Director July 15, 1998
- -----------------------------------
Donald P. Newell
/s/ WILLIS T. KING, JR. Director July 15, 1998
- -----------------------------------
Willis T. King, Jr.
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
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<S> <C> <C>
4.1 The 1997 Equity Participation Plan of SCPIE Holdings Inc. (the --
"Plan"). (Incorporated by reference from Exhibit A to the Company's
Proxy Statement filed with the Commission on March 30, 1998.)
5.1 Opinion of Latham & Watkins. 10
23.1 Consent of Ernst & Young LLP. 12
23.2 Consent of Latham & Watkins (included in Exhibit 5.1 hereto). --
24.1 Power of Attorney (included on signature page hereto). --
</TABLE>
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EXHIBIT 5.1
[LETTERHEAD LATHAM & WATKINS]
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July 16, 1998
SCPIE Holdings Inc.
9441 W. Olympic Boulevard
Beverly Hills, California 90212
FILE NO. 025212-0000
Re: Form S-8 Registration Statement; 1,250,000 Shares of Common
Stock
Ladies and Gentlemen:
In connection with the registration by SCPIE Holdings Inc., a
Delaware corporation (the "Company"), of 1,250,000 shares of common stock, par
value $.0001 per share (the "Shares"), of the Company to be reserved for
issuance pursuant to The 1997 Equity Participation Plan of SCPIE Holdings Inc.
(the "Plan") under the Securities Act of 1933, as amended (the "Act"), on a
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on July 16, 1998 (as amended from time to time, the "Registration
Statement"), you have requested our opinion with respect to the matters set
forth below.
In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares, and for the purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed. In addition, we have
made such legal and factual examinations and inquiries, including an examination
of originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
<PAGE> 2
LATHAM & WATKINS
July 16, 1998
Page 2
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
We are opining herein as to the effect on the subject transaction
only of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or any other laws, or as to any matters of
municipal law or the laws of any other local agencies within the state.
Subject to the foregoing, it is our opinion that as of the date
hereof the Shares have been duly authorized, and, upon the issuance of and
payment for the Shares in accordance with the terms set forth in the Plan, the
Shares will be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
LATHAM & WATKINS
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00000) pertaining to The 1997 Equity Participation Plan of SCPIE
Holdings Inc. of our report dated February 23, 1998, with respect to the
consolidated financial statements and schedule of SCPIE Holdings Inc. included
in its Annual Report (Form 10-K) for the year ended December 31, 1997, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
July 16, 1998
