<PAGE>
As filed with the Securities and Exchange Commission on June 4, 1999
Registration No.
---------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
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.)
---------------
1888 Century Park East
Los Angeles, California 90067
(310) 551-5900
(Address of principal executive offices, including zip code, and telephone
number)
The 1999 Director and Senior Management Stock Purchase 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
1888 Century Park East (619) 236-1234
Los Angeles, California 90067
(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 150,000 (1) $27.9375 $4,190,625 $1,165
=============================================================================================================
</TABLE>
(1) A maximum of 150,000 shares of Common Stock were reserved for issuance under
The 1999 Director and Senior Management Stock Purchase Plan of SCPIE
Holdings Inc. (the "Plan"). All shares reserved for issuance under the Plan
are being registered hereunder. Certain preferred share purchase rights
attach to each share of Common Stock, pursuant to that certain Rights
Agreement, dated May 13, 1997, filed as an exhibit to the registrant's
Registration Statement on Form 8-A, dated May 22, 1997.
================================================================================
<PAGE>
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,
1999 (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.
Item 4. Description of Securities.
Not applicable.
2
<PAGE>
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.
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
3
<PAGE>
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
provide 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, judgments, 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 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.
4
<PAGE>
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
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 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 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
5
<PAGE>
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.
6
<PAGE>
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 Los Angeles, State of California, on June 4, 1999.
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 of 1933, 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 Date
--------- ----- ----
<S> <C> <C>
President and
Chief Executive Officer
/s/ Donald J. Zuk (Principal Executive Officer) June 4, 1999
- -------------------------------------
Donald J. Zuk
Senior Vice President,
Chief Financial Officer
and Chief Accounting Officer
(Principal Financial Officer and
/s/ Patrick T. Lo Principal Accounting Officer) June 4, 1999
- -------------------------------------
Patrick T. Lo
Chairman of the Board
/s/ Mitchell S. Karlan and Director June 4, 1999
- -------------------------------------
Mitchell S. Karlan, M.D.
/s/ Wendell L. Moseley Director June 4, 1999
- -------------------------------------
Wendell L. Moseley, M.D.
/s/ Allan K. Briney Director June 4, 1999
- -------------------------------------
Allan K. Briney, M.D.
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Willis T. King Director June 4, 1999
- -------------------------------------
Willis T. King, Jr.
/s/ Charles B. McElwee Director June 4, 1999
- -------------------------------------
Charles B. McElwee, M.D.
/s/ Donald P. Newell Director June 4, 1999
- -------------------------------------
Donald P. Newell
/s/ Harriet M. Opfell Director June 4, 1999
- -------------------------------------
Harriet M. Opfell, M.D.
/s/ William A. Renert Director June 4, 1999
- -------------------------------------
William A. Renert, M.D.
/s/ Reinhold A. Ullrich Director June 4, 1999
- -------------------------------------
Reinhold A. Ullrich, M.D.
</TABLE>
8
<PAGE>
EXHIBIT INDEX
EXHIBIT
- -------
4.1 The 1999 Director and Senior Management Stock Purchase Plan of SCPIE
Holdings Inc. (the "Plan").
5.1 Opinion of Latham & Watkins.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page hereto).
9
<PAGE>
EXHIBIT 4.1
SCPIE HOLDINGS INC.
1999 DIRECTOR AND SENIOR MANAGEMENT STOCK PURCHASE PLAN
1. Purpose. The purpose of this Plan is to encourage greater stock
-------
ownership by Directors and members of Senior Management by facilitating the
purchase of the Company's Common Stock, $.0001 par value ("Common Stock" or
"Shares"). The Company recognizes that Directors and Senior Management
contribute significantly to the management, growth and financial success of the
Company and its subsidiaries. The Company also recognizes that aligning
Director's and Senior Management's personal interests more closely with those of
the stockholders and with the Company's financial performance will benefit the
long-term growth of the Company while aiding it in attracting and retaining
directors and employees of exceptional ability.
2. Administration. The Board of Directors shall, in its discretion,
--------------
establish such rules and regulations as it may deem appropriate for the proper
administration of the Plan and shall have full authority and power to interpret
and construe any provision of the Plan. Decisions of the Board of Directors
shall be final, binding and conclusive on all persons who have an interest in
the Plan. The Plan shall be administered by either (a) the Board or (b) a
committee appointed by the Board in its sole discretion (the "Administrator").
3. Eligibility and Participation. All Directors of the Company,
-----------------------------
including Donald J. Zuk, are eligible to participate in the Plan. In addition to
Mr. Zuk, the members of Senior Management eligible to participate under the Plan
are Joseph P. Henkes, Patrick T. Lo and Patrick S. Grant (together with the
Directors, the "Eligible Participants").
4. Shares. The Shares to be sold to the Eligible Participants shall be
------
from the inventory of treasury stock now held by the Company. The Company shall
reserve 150,000 Shares of treasury stock for issuance under the Plan. Each
Eligible Participant would be eligible to purchase a maximum of 10,000 Shares
under the Plan.
5. Purchase Price. The purchase price for the Shares shall be $27
--------------
15/16, the New York Stock Exchange closing price on May 13, 1999.
6. Plan Loans. The Company shall extend loans (a "Loan") up to a
----------
maximum of $280,000 per Eligible Participant for the sole purpose of enabling
such Eligible Participant to purchase Shares under the Plan. Each Loan shall be
represented by a full recourse promissory note executed by the Eligible
Participant in the form attached hereto as Exhibit A (the "Promissory Note").
7. Procedure for Loans. Each Eligible Participant shall notify the
-------------------
Company verbally or in writing of his/her intention to purchase Shares under the
Plan and whether he/she desires a five-year Loan or a ten-year Loan. The
Eligible Participant will then execute a Subscription Agreement (in the form
attached hereto as Exhibit B). The Company will fund the Loan and in
consideration therefore, receive an executed Promissory Note from the Eligible
Participant.
<PAGE>
8. Interest Rate. Each Loan shall bear interest at the Applicable
-------------
Federal Rate for May 1999 for a five-year term loan or a ten-year term loan, as
applicable.
9. Safekeeping of Share Certificates. The certificates for the Shares
---------------------------------
shall be issued and initially held by the Company for safekeeping. Upon an
Eligible Participant's written request, the Company shall deliver the
certificates to the Eligible Participant. The Company will not rely on the
certificates as collateral for the Loan.
10. Voluntary and Discretionary Nature of Plan. The granting of the
------------------------------------------
right to purchase Shares under this Plan shall be entirely discretionary with
the Administrator, and nothing in this Plan shall be deemed to give any employee
or Director of the Company or of any subsidiary of the Company any right to
participate in this Plan or to purchase Shares. Nothing herein may be construed
to limit or restrict the right of the Company or any subsidiary of the Company
to terminate the employment of any Eligible Participant who is an employee at
any time, with or without cause, or to change the compensation or other terms
and conditions of employment of such Eligible Participant at any time. In
addition, nothing herein shall confer upon any person any right to continue as a
Director of the Company or obligate the Company to nominate any Director for
reelection by the Company's stockholders. Eligible Participants are under no
obligation to purchase any or all of the Shares made available for purchase by
them.
11. Rule 144. The Eligible Participants may be considered to be
--------
affiliates of the Company, as that term is defined in Rule 144, and be subject
to restrictions on the sale of the Shares. The Company may require that a legend
be placed on all certificates representing any Shares with respect to the
foregoing restrictions.
12. Assignability. The rights to purchase the Shares under this Plan
-------------
shall not be transferable or assignable by the Eligible Participant, and the
Shares may be purchased only by the Eligible Participant. Except as otherwise
provided herein, the provisions of this Plan shall be binding on the heirs,
successors and legal representatives of the Company and the Eligible
Participant.
13. Amendment and Termination of the Plan. The Board of Directors may
--------------------------------------
from time to time alter, amend, suspend or discontinue this Plan and make
further rules for its administration.
14. Exhibits. The form of Promissory Note attached as Exhibit A and
--------
form of Subscription Agreement attached as Exhibit B are hereby incorporated
into this Plan by reference.
15. Governing Law. The Plan shall be construed and its provisions
-------------
enforced and administered in accordance with the laws of the State of
California.
2
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF LATHAM & WATKINS]
June 4, 1999
SCPIE Holdings Inc.
1888 Century Park East
Los Angeles, California 90067
File No. 025212-0000
Re: Form S-8 Registration Statement; 150,000 Shares of Common Stock
---------------------------------------------------------------
Ladies and Gentlemen:
In connection with the registration by SCPIE Holdings Inc., a Delaware
corporation (the "Company"), of 150,000 shares of common stock, par value $.0001
per share (the "Shares"), of the Company to be reserved for issuance pursuant to
The 1999 Director and Senior Management Stock Purchase 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 June 4, 1999 (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>
LATHAM & WATKINS
June 4, 1999
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
<PAGE>
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 1999 Director and Senior Management Stock
Purchase Plan of SCPIE Holdings Inc. of our report dated February 22, 1999,
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, 1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
June 1, 1999
