<PAGE>
As filed with the Securities and Exchange Commission on November 23, 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 of (I.R.S. Employer
Incorporation or Organization) Identification Number)
----------------------------
1888 Century Park East
Los Angeles, California 90067
(Address of Principal Executive Offices including Zip Code)
----------------------------
THE SMC CASH ACCUMULATION PLAN
(Full Title of the Plan)
----------------------------
Donald J. Zuk Copy to:
President and Chief Executive Officer Donald P. Newell, Esq.
SCPIE HOLDINGS INC. LATHAM & WATKINS
1888 Century Park East 701 B Street, Suite 2100
Los Angeles, California 90067 San Diego, California 92101
(310) 551-5900 (619) 238-2900
-----------------------------
(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
----------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
to be Offering Price Offering Registration
Registered Per Share (1) Price(1) Fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (2)(3), $.0001 Par Value 100,000 $34.75 $3,475,000 $967
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, and is
based on the average of the high and low sales price of the Common Stock, as
reported on The New York Stock Exchange on November 16, 1999.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the SMC Cash Accumulation Plan
described herein.
(3) Each share of Common Stock being registered hereunder, if issued prior to
the termination by the Company of its Rights Agreement, will include one
Preferred Share Purchase Right. Prior to the occurrence of certain events,
the Preferred Share Purchase Rights will not be exercisable or evidenced
separately from the Common Stock.
Proposed sale to take place from time to time after the effective date of the
Registration Statement.
==============================================================================
Total Pages 13
Exhibit Index on Page 8
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with
or included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents, which were filed with the Commission, are
incorporated herein by reference:
(a) The description of the common stock, par value $.0001 per share
contained in the Company's Registration Statement on Form 8-A
filed with the Commission on November 13, 1996, as amended,
November 11, 1998 and August 27, 1999, including any subsequently
filed amendments and reports updating such description; and
(b) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998; and
(c) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999; and
(d) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1999; and
(e) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1999; and
(f) The Company's Current Report on Form 8-K filed with the
Commission on June 22, 1999; and
(g) The Company's Current Report on Form 8-K filed with the
Commission on August 17, 1999.
In addition, all documents which we file pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, after the date of this registration
statement 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 herein
and to be a part of this registration statement from the date of the filing. 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 in this
registration statement, or in any other subsequently filed document which also
is or is deemed to be incorporated by reference in this registration statement,
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.
Item 5. Experts.
-------
The consolidated financial statements of SCPIE Holdings Inc. appearing
in the Annual Report (Form 10-K) of SCPIE Holdings Inc. for the year ended
December 31, 1998, have been audited by Ernst & Young LLP,
2
<PAGE>
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such financial statements are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining
to such financial statements (to the extent covered by consents filed with the
Commission) given on the authority of such firm as experts in accounting and
auditing.
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 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
3
<PAGE>
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.
Item 8. Exhibits.
--------
See Index to Exhibits on page 8.
The undersigned registrant hereby undertakes to submit or has submitted
the Plan and any amendments thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan.
Item 9. Undertakings.
------------
(a) The undersigned registrant 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;
(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
4
<PAGE>
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;
and
(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 paragraphs (a)(1)(i) and
(a)(1)(ii) 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
registrant 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, 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 registrant 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 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant 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 registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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 registrant 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.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 this 18th day
of November.
SCPIE HOLDINGS, INC.
By: /s/ DONALD J. ZUK
----------------------------------
Donald J. Zuk
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Donald J. Zuk and Patrick T. Lo as attorneys-in-fact and agents, each acting
alone, with full power of substitution and resubstitution, to sign on his
behalf, individually and in the capacities stated below, and to file any and all
amendments, including post-effective amendments, to this Registration Statement
and other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorneys-in-fact and agent full power and
authority to perform any other act on behalf of the undersigned required to be
done in the premises.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities as of
November 18, 1999.
<TABLE>
<CAPTION>
Signature Title
- --------- ------
<S> <C>
/s/ DONALD J. ZUK President Chief Executive Officer and Director
- ---------------------------------------------- (Principal Executive Officer)
Donald J. Zuk
/s/ PATRICK T. LO Senior Vice Finance, Chief Financial Officer and Chief
- ---------------------------------------------- Accounting Officer
Patrick T. Lo (Principal Financial Officer and Principal Accounting Officer)
/s/ MITCHELL S. KARLAN, M.D. Chairman of the Board and Director
- ----------------------------------------------
Mitchell S. Karlan, M.D.
/s/ WENDELL L. MOSELEY, M.D. Director
- ----------------------------------------------
Wendell L. Moseley, M.D.
/s/ ALLAN K. BRINEY Director
- ----------------------------------------------
Allan K. Briney
/s/ WILLIS T. KING, JR. Director
- ----------------------------------------------
Willis T. King, Jr.
/s/ CHARLES B. MCELWEE Director
- ----------------------------------------------
Charles B. McElwee
/s/ DONALD P. NEWELL Director
- ----------------------------------------------
Donald P. Newell
/s/ HARRIET M. OPFELL Director
- ----------------------------------------------
Harriet M. Opfell
/s/ WILLIAM A. RENERT Director
- ----------------------------------------------
William A. Renert
/s/ REINHOLD A. ULLRICH, M.D. Director
- ----------------------------------------------
Reinhold A. Ullrich, M.D.
/s/ HENRY L. STOUTZ Director
- ----------------------------------------------
Henry L. Stoutz
/s/ JACK E. MCCLEARY Director
- ----------------------------------------------
Jack E. McCleary
/s/ HENRY GLUCK Director
- ----------------------------------------------
Henry Gluck
</TABLE>
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
trustee (or other persons who administer the SMC Cash Accumulation Plan) 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 this 18th day of November 1999.
SMC CASH ACCUMULATION PLAN
By: SCPIE Management Company
By: /s/ DONALD J. ZUK
-----------------
Donald J. Zuk
President and Chief Executive Officer
7
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
- ------- ----
4.1 Rights Agreement dated May 13, 1997 between SCPIE Holdings
Inc. and ChaseMellon Shareholder Services, LLC. (Note 1)
4.2 First Amendment to Rights Agreement, dated as of
October 19, 1998, between SCPIE Holdings Inc. and
ChaseMellon Shareholder Services, LLC. (Note 2)
4.3 Second Amendment to Rights Agreement, dated as of August 4,
1999, between SCPIE Holdings Inc. and ChaseMellon
Shareholder Services, LLC. (Note 3)
5.1 Opinion of Latham & Watkins. 9
5.2 Internal Revenue Service determination letter dated
June 22, 1995. 10
23.1 Consent of Latham & Watkins (included in Exhibit 5.1). 9
23.2 Consent of Independent Auditors. 13
24.1 Power of Attorney (included in the signature page to
this registration statement). 6
_______________________
(1) Incorporated by reference to our Registration Statement on Form 8-A filed
with the Commission on May 22, 1997.
(2) Incorporated by reference to our Registration Statement on Form 8-A filed
with the Commission on November 12, 1998.
(3) Incorporated by reference to our Registration Statement on Form 8-A filed
with the Commission on August 27, 1999.
<PAGE>
Exhibit 5.1
[Latham & Watkins Letterhead]
November 18, 1999
Board of Directors
SCPIE Holdings Inc.
1888 Century Park East
Los Angeles, California 90067
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of an aggregate of 100,000 shares (the "Shares") of common stock, par
value $0.0001 per share, of SCPIE Holdings Inc., a Delaware company (the
"Company"), issuable under the SMC Cash Accumulation Plan (the "Plan") by the
Company on a Registration Statement on Form S-8 (the "Registration Statement")
to be filed with the Securities and Exchange Commission you have requested our
opinion with respect to the matters set forth below.
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. 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, including statutory and
reported decisional law thereunder, and we express no opinion with respect to
the applicability thereto, or the effect thereon, of any other laws.
Subject to the foregoing and in reliance thereon, we are of the opinion
that, as of the date hereof, upon the issuance and sale of the Shares, each in
the manner contemplated by the Registration Statement and in accordance with the
terms of the Plan, and subject to the Company completing all action and
proceedings required on its part to be taken prior to the issuance of the Shares
pursuant to the terms of the Plan and the Registration Statement, including,
without limitation, collection of required payment for the Shares, the Shares
will be legally and validly issued, fully paid and nonassessable securities of
the Company.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent. We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
<PAGE>
Exhibit 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
2 CUPANIA CIRCLE
MONTEREY PARK, CA 91755
Employer Identification Number:
Date: JUN 22 1995 95-2980685
File Folder Number:
SCPIE MANAGEMENT COMPANY 951012363
9441 WEST OLYMPIC BOULEVARD Person to Contact:
BEVERLY HILLS, CA 90212 DANIEL ARREDONDO
Contact Telephone Number:
(213) 725-0164
Plan Name:
SMC CASH ACCUMULATION PLAN
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b) (3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
Your plan does not consider total compensation for purposes of figuring
benefits. In operation, the provision may discriminate in favor of employees who
are highly compensated. If this occurs, your plan will not remain qualified.
This determination letter is applicable for the amendment(s) adopted on
July 26, 1994.
This determination letter is applicable for the plan adopted on December
07, 1978.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability requirements
of section 1.401(a) (4) -4 (b) of the regulations with respect to those
<PAGE>
-2-
SCPIE MANAGEMENT COMPANY
benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/Richard R. Orosco
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Addendum
Letter 835 (DO/CG)
<PAGE>
-3-
SCPIE MANAGEMENT COMPANY
This plan also satisfies the requirements of Code section 401(k).
Letter 835 (DO/CG)
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-8 pertaining to the SMC Cash Accumulation Plan
of SCPIE Holdings Inc. and to the incorporation by reference therein 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.
/s/ ERNST & YOUNG LLP
Los Angeles, California
November 16, 1999
