SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN
CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
SYMONS INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in charter)
INDIANA 35-1707115
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
4720 Kingsway Drive
Indianapolis, Indiana 46205
(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, WITHOUT PAR VALUE
(Title of class)
<PAGE>
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The capital stock of Symons International Group, Inc., an Indiana
corporation (the "Company"), to be registered on the NASDAQ, National Market
(the "Exchange") is the Company's Common Stock, no par value. The Company's
authorized capital stock con sists of 100,000,000 shares of Common Stock and
50,000,000 shares of preferred stock (the "Preferred Stock"). Immediately
following the Offerings, approximately 10,000,000 shares of Common Stock will be
outstanding (10,450,000 shares assuming the Underwriters' over-allotment option
is exercised). All of the shares of Common Stock that will be outstanding
immediately following the Closing, including the shares of the Common Stock sold
in the Offerings, will be validly issued, fully paid and nonassessable.
Holders of Common Stock will be entitled to one vote for each share on
all matters voted on by shareholders, including elections of directors, and,
except as otherwise required by law and provided in any resolution adopted by
the Company's Board of Directors with respect to any series of Preferred Stock,
the holders of such shares will possess exclusive voting power. The Articles of
Incorporation of the Company (the "Articles") do not provide for cumulative
voting in the election of directors. Holders of Common Stock shall have no
preemptive, subscription, redemption or conversion rights. Subject to any
preferential rights of any outstanding series of Preferred Stock created by the
Company's Board of Directors from time to time, the holders of Common Stock will
be entitled to such dividends as may be declared from time to time by the
Company's Board of Directors from funds available therefor, and upon liquidation
will be entitled to receive pro rata all assets of the Company available for
distribution to such holders.
The Company's Articles authorize the Company's Board of Directors to
establish one or more series of Preferred Stock and to determine, with respect
to any series of Preferred Stock, the terms and rights of such series, including
(i) the designation of the series, (ii) the number of shares of the series,
which number the Company's Board of Directors may thereafter (except where
otherwise provided in the applicable certificate of designation) increase or
decrease (but not below the number of shares thereof then outstanding), (iii)
whether dividends, if any, will be cumulative or noncumulative, the preference
or relation which such dividend, if any, will bear to the dividends payable on
any other class or classes of any other series of capital stock, and the
dividend rate of the series, (iv) the conditions and dates upon which dividends,
if any, will be payable, (v) the redemption rights and price or prices, if any,
for shares of the series, (vi) the terms and amounts of any sinking fund
provided for the purchase or redemption of shares of the series, (vii) the
amounts payable on and the preference, if any, of shares of the series in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Company, (viii)(a) whether the shares of the series will be
convertible or exchangeable into shares of any other class or series, or any
other security, of the Company or any other corporation, and (b) if so, the
specification of such other class or series or such other security, the
conversion or exchange price(s) or rate(s), any adjustments thereof, the date(s)
2
<PAGE>
as of which such shares shall be convertible or exchangeable and all other terms
and conditions upon which such conversion or exchange may be made, (ix)
restrictions on the issuance of shares of the same series or of any other class
or series, (x) the voting rights, if any, of the holders of the shares of the
series, and (xi) any other relative rights, preferences and limitations of such
series.
Although the Company's Board of Directors has no present intention of
doing so, it could issue a series of Preferred Stock that, depending on the
terms of such series, could impede the completion of a merger, tender offer or
other takeover attempt. The Company's Board of Directors will make any
determination to issue such shares based on its judgment as to the best
interests of Company and its shareholders. The Company's Board of Directors, in
so acting, could issue Preferred Stock having terms that could discourage an
acquisition attempt through which an acquiror may be able to change the
composition of the Company's Board of Directors, including a tender offer or
other transaction that some, or a majority, of the Company's shareholders may
believe to be in their best interests or in which shareholders might receive a
premium for their Common Stock over the then current market price of such Common
Stock.
The following discussion is a general summary of the material
provisions of the Company's Articles, the Company's By-Laws (the "By-Laws") and
certain other provisions which may be deemed to have an effect of delaying,
deferring or preventing a change in control. The following description of
certain of these provisions is general and not necessarily complete and is
qualified by reference to the Articles and By-Laws.
Directors. Certain provisions in the Articles and By-Laws will impede
changes in majority control of the Board of Directors of the Company. The
Articles and By-Laws provide that the Board of Directors of the Company will be
divided into three classes, with directors in each class elected for three-year
staggered terms. Therefore, it would take two annual elections to replace a
majority of the Company's Board of Directors. The By-Laws also impose certain
notice and information requirements in connection with the nomination by
shareholders of candidates for election to the Board of Directors or the
proposal by shareholders of business to be acted upon at an annual meeting of
shareholders. The Articles provide that directors may be removed only by the
affirmative vote of at least 75% of the shares eligible to vote generally in the
election of directors.
Authorization of Preferred Stock. The Board of Directors of the Company
is authorized, without shareholder approval, to issue Preferred Stock in series
and to fix the voting designations, preferences and relative, participating,
optional or other special rights of the shares of each series and the
qualifications, limitations and restrictions thereof. Preferred Stock may rank
prior to the Common Stock as to dividend rights, liquidation preferences, or
both, and could have full or superior voting rights. The holders of Preferred
Stock will be entitled to vote as a separate class or a series under certain
circumstances, regardless of any other voting rights which such holders may
have. Accordingly, issuance of shares of Preferred Stock could adversely affect
the voting power of holders of Common Stock or could have the effect of
deterring or delaying an attempt to obtain control of the Company.
3
<PAGE>
Provisions of Indiana Law. Several provisions of the Indiana Business
Corporation Law (the "IBCL") could affect the acquisition of shares of the
Common Stock or otherwise the control over the Company. Chapter 43 of the IBCL
prohibits certain business combinations, including, but not limited to, mergers,
sales of assets, recapitalizations, and reverse stock splits, between
corporations such as the Company (assuming that it has over 100 shareholders)
and an interested shareholder, defined as the beneficial owner of 10% or more of
the voting power of the outstanding voting shares, for five years following the
date on which the shareholder obtained 10% ownership unless the business
combination or the purchase of the shares was approved in advance of that date
by the board of directors. If prior approval were not obtained, several price
and procedural requirements must be met before the business combination can be
completed.
In addition, the IBCL contains provisions designed to assure that
minority shareholders have a voice in determining their future relationship with
Indiana corporations in the event that a person made a tender offer for, or
otherwise acquired, shares giving the acquiror more than 20%, 33 1/3%, and 50%
of the outstanding voting securities of corporations having 100 or more
shareholders (the "Control Share Acquisitions Statute"). Under the Control Share
Acquisitions Statute, if an acquiror purchases those shares at a time that the
corporation is subject to the Control Share Acquisitions Statute, then until
each class or series of shares entitled to vote separately on the proposal
approves, by a majority of all votes entitled to be cast by that group
(excluding shares held by officers of the corporation, by employees of the
corporation who are directors thereof and by the acquiror), the rights of the
acquiror to vote the shares that take the acquiror over each level of ownership
as stated in the statute, the acquiror cannot vote those shares.
The IBCL requires directors to discharge their duties, based on the
facts then known to them, in good faith, with the care an ordinary, prudent
person in a like position would exercise under similar circumstances and in a
manner the director reasonably believes to be in the best interests of the
corporation. The director is not personally liable for any action taken as a
director, or any failure to take any action, unless the director has breached,
or failed to perform the duties of the director's office in compliance with, the
foregoing standard and the breach or failure to perform constitutes willful
misconduct or recklessness.
The IBCL specifically authorizes directors, in considering the best
interests of a corporation, to consider the effects of any action on
shareholders, employees, suppliers, and customers of the corporation, and
communities in which offices or other facilities of the corporation are located,
and any other factors the directors consider pertinent. Under the IBCL,
directors are not required to approve a proposed business combination or other
corporate action if the directors determine in good faith that such approval is
not in the best interests of the corporation. The IBCL explicitly provides that
the different or higher degree of scrutiny imposed in Delaware and certain other
jurisdictions upon director actions taken in response to potential changes in
control will not apply.
4
<PAGE>
The foregoing provisions of the IBCL could have the effect of
preventing or delaying a person from acquiring or seeking to acquire a
substantial equity interest in, or control of, the Company.
Insurance Regulation Concerning Change of Control. Many state insurance
regulatory laws, including Indiana's and Florida's, intended primarily for the
protection of policyholders contain provisions that require advance approval by
state agencies of any change in control of an insurance company or insurance
holding company which owns an insurance company that is domiciled (or, in some
cases, having such substantial business that it is deemed commercially
domiciled) in that state. In addition, many state insurance regulatory laws
contain provisions that require prenotification to state agencies of a change in
control of a nondomestic admitted insurance company in that state. While such
prenotification statutes do not authorize the state agency to disapprove the
change of control, such statutes do authorize issuance of a cease and desist
order with respect to the nondomestic admitted insurer if certain conditions
exist, such as undue market concentration. Any future transactions constituting
a change in control of the Company would generally require prior approval by the
insurance departments of Indiana and Florida, as well as notification in those
states which have preacquisition notification statutes or regulations. The need
to comply with those requirements may deter, delay or prevent certain
transactions affecting the control of the Company or the ownership of the
Company's Common Stock, including transactions which could be advantageous to
the shareholders of the Company.
The Common Stock has been approved for listing on the NASDAQ, National
Market, subject to official notice of issuance, under the symbol "SIGC."
Any prospectus subsequently filed by the Registrant pursuant to Rule
424(b) under the Securities Act of 1933, as amended, shall be deemed to be
incorporated by reference into this Registration Statement on Form 8-A.
Item 2. Exhibits.
The exhibits filed herewith or incorporated by reference herein are
listed on the Exhibit Index at page 7 of this Registration Statement on Form
8-A.
5
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
filed on its behalf by the undersigned, thereto duly authorized.
SYMONS INTERNATIONAL GROUP, INC.
By: /s/ David L. Bates
-----------------------------
David L. Bates
Vice President, Secretary and
General Counsel
Dated: October 25, 1996
6
<PAGE>
EXHIBIT LIST
II. Exhibits filed with the Commission.
Exhibit Number Description of Exhibit
1 Amendment No. 1 to the Registration Statement on Form S-1
filed with the Commission on September 24, 1996
(Registration No. 333-9129) is incorporated herein by
reference.
2 Restated Articles of Incorporation of the Company are
incorporated herein by reference to Exhibit 3.1 to the
Registration Statement on Form S-1 filed with the Commission
on July 30, 1996 (Registration No. 333-9129).
3 Restated Code of By-Laws of the Company are incorporated
herein by reference to Exhibit 3.2 to the Registration
Statement on Form S-1 filed with the Commission on July 30,
1996 (Registration No. 333-9129).
4 Specimen certificate of the Company's Common Stock, No Par
Value.
7
Exhibit 4
[FRONT OF CERTIFICATE -- CERTIFICATE PAPER]
NUMBER SHARES
00000 [LOGO] _________
CUSIP 87154P 10 5
[BEGIN LEFT MARGIN TEXT]
COUNTERSIGNED AND REGISTERED
NATIONAL CITY BANK (CLEVELAND, OHIO)
TRANSFER AGENT AND REGISTRAR
BY ________________________________________
AUTHORIZED OFFICER
[END LEFT MARGIN TEXT]
SYMONS INTERNATIONAL GROUP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF INDIANA
This certifies that ___________________________________________________________
[SIG LOGO (watermark)]
is the registrant holder of ___________________________________________________
FULLY PAID AND NON-ASSESSABLE COMMON SHARES
WITHOUT PAR VALUE IN THE CAPITAL STOCK
SYMONS INTERNATIONAL GROUP, INC.
[COMMON (watermark)]
transferable only on the books of the Corporation by such registered holder in
person or by his duly authorized attorney upon surrender of this Certificate
properly endorsed.
This Certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar of the Corporation.
In Witness Whereof the Corporation has caused this Certificate to be signed
by its duly authorized officers.
Dated
/s/ David L. Bates /s/ Alan G. Symons
SECRETARY CHIEF EXECUTIVE OFFICER
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE TRANSFERABLE AT THE
CORPORATE TRUST OFFICE OF NATIONAL CITY BANK IN CLEVELAND, OHIO.
[SPECIMEN STAMPED]
<PAGE>
[BACK OF CERTIFICATE]
THE CORPORATION WILL FURNISH TO A SHAREHOLDER, ON WRITTEN REQUEST AND WITHOUT
CHARGE, A FULL COPY OF THE TEXT OF (I) THE AUTHORITY OF THE CORPORATION TO (A)
ISSUES DIFFERENT CLASSES OF SHARES OR DIFFERENT SERIES WITHIN A CLASS, (B) THE
DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH
CLASS AND (C) THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED
FOR EACH SERIES; AND (II) THE AUTHORITY OF THE BOARD OF DIRECTORS OF THE
CORPORATION TO DETERMINE VARIATIONS FOR FUTURE SERIES.
The following abbreviations, when used in the inscription on the face
of this Certificate shall be construed as thought they were written out in full
according to applicable laws or regulations:
UNIF GIFT MIN ACT - _____ Custodian _______
(Cust) (Minor)
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
to survivorship and not as __________________________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
Keep this Certificate in a safe place. If it is lost, stolen or
destroyed, the Corporation will require a bond of indemnity as a condition to
the issuance of a replacement Certificate.
For value received,_______________________ hereby sell, assign and transfer unto
- - - - --------------------------------------------------------------------------------
(Please print or Typewrite Name, Address, Including Zip Code or
Postal Code of Assignee)
Please Insert Social Security, Social
Insurance or Other identifying
Number of Assignee
[ ]
[ ]
- - - - --------------------------------------------------------------------------------
__________________________________________________________________ Shares of the
Capital Stock represented by the within-named Certificate, and do hereby
irrevocably constitute and appoint
________ Attorney to transfer the said stock on the Books of the within-named
Corporation with full power of substitution in the premises.
Dated ______________________________
X ______________________________________
N0TICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE, IN
EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER.
In the Presence of
_____________________________________
Signature Guaranteed by:
