As filed with the Securities and Exchange Commission on January 22, 1999
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Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SYMONS INTERNATIONAL GROUP, INC.
(Exact Name of Registrant as specified in its charter)
INDIANA 35-1707115
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4720 Kingsway Drive
Indianapolis, Indiana 46205
(Address of Principal Executive Offices) (Zip Code)
SYMONS INTERNATIONAL GROUP, INC. 1996 STOCK OPTION PLAN
(Full title of plan)
David L. Bates
Vice President, General Counsel and Secretary
Symons International Group, Inc.
4720 Kingsway Drive
Indianapolis, Indiana 46205
(317) 259-6304 (USA)
(Name and address of agent for service)
telephone number, including area code, of agent for service
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Additional Proposed Proposed
Title of Amount Maximum Maximum
Securities to be to be Offering Price Aggregate Amount of
Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
<S> <C> <C> <C> <C>
Common Shares,
without par value 500,000 9.4375 $4,718,750 $1,311.81
</TABLE>
(1) Any additional shares of Common Shares to be issued as a result of
stock dividends, stock splits or similar transactions shall be covered
by this Registration Statement as provided in Rule 416.
(2) Estimated solely to determine the registration fee and based on the average
of high and low sales per Common Share of Symons International Group, Inc.
on the NASDAQ Stock Market on January 20, 1999, as to shares
<PAGE>
not yet subject to options granted under the Plan, pursuant to Rule 457(c).
Pursuant to General Instruction E of Form S-8, the registration fee is
calculated with respect only to the additional shares being registered
hereunder.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*Information required by Part I of Form S-8 to be contained in the
Section 10(a) Prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is being filed with respect to an
additional aggregate 500,000 shares of Symons International Group, Inc. Common
Shares, without par value, issuable under the Symons International Group, Inc.
1996 Stock Option Plan.
Pursuant to General Instruction E (Registration of Additional
Securities) to Form S-8, the contents of the Registrant's prior Registration
Statement on Form S-8 (Registration No. 333-44643) filed with the Securities and
Exchange Commission (the "Commission") on January 21, 1998 relating to 1,000,000
shares of the Registrant's Common Shares, without par value, issuable upon the
exercise of options or other rights guaranteed under the Registrant's 1996 Stock
Option Plan are hereby incorporated herein by this reference.
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this
Registration Statement.
(a) The annual report on Form 10-K of the Registrant for the
fiscal year ended December 31, 1997;
(c) All other reports filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") by the
Registrant since December 31, 1997; and
(d) The description of the capital stock of the Registrant
contained in the Registrant's Registration Statement on Form
8-A, which was filed with the Commission on October 25, 1996,
and all amendments of reports filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 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 into this
Registration Statement and to be a part thereof from the date they are filed.
Any statement contained in a document incorporated by reference shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in any other subsequently filed incorporated
document 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.
S-2
<PAGE>
Item 4. Description of Securities.
See Incorporation of Documents by Reference.
Item 5. Interests of Named Experts and Counsel.
The validity of the authorized and unissued shares of the Registrant's
Common Shares to be issued under the 1996 Stock Option Plan upon the exercise of
options or other rights guaranteed under the 1996 Stock Option Plan was passed
upon by David L. Bates, Esq., Vice President, General Counsel and Secretary of
the Registrant. David L. Bates owns less than 1% of the Common Stock of the
Registrant.
Item 6. Indemnification of Directors and Officers.
The Indiana Business Corporation Law grants authorization to Indiana
corporations to indemnify officers and directors for their conduct if such
conduct was in good faith and was in the corporation's best interests or, in the
case of directors, was not opposed to such best interests, and permits the
purchase of insurance in this regard. In addition, the shareholders of a
corporation may approve the inclusion of other or additional indemnification
provisions in the articles of incorporation and by-laws.
The By-Laws of the Registrant provide for the indemnification of any
person made a party to any action, suit or proceeding by reason of the fact that
he is a director, officer or employee of the Registrant, unless it is adjudged
in such action, suit or proceeding that such person is liable for the reasonable
expenses, including attorney's fees, incurred by such person in connection with
the defense of such action, suit or proceeding. In some circumstance, the
Registrant may reimburse any such person for the reasonable costs of settlement
of any such action, suit or proceeding if a majority of the members of the Board
of Directors not involved in the controversy shall determine that it was in the
interests of the Registrant that such settlement be made and that such person
was not guilty of negligence or misconduct.
The above discussion of the Registrant's By-Laws and the Indiana
Business Corporation Law is not intended to be exhaustive and is qualified in
its entirety by such By-Laws and the Indiana Business Corporation Law.
As permitted by the Indiana Business Corporation Law, the stockholders
of the Registrant have approved an amendment to its Articles of Incorporation
containing provisions eliminating a director's personal liability for monetary
damages to the Registrant and its stockholders arising from a breach of a
director's fiduciary duty except for liability under IC 23-1-37-12 of the
Indiana Business Corporation Law or liability for any breach of the director's
duty of loyalty to the Registrant or its stockholders, or acts or omissions not
in good faith or which involves intentional misconduct or a knowing violation of
law or for any transaction from which the director derived an improper personal
benefit. The amendment also provides for indemnification of directors, officers
and other persons under certain circumstances.
The Registrant maintains policies of insurance under which the
Registrant and its directors and officers are insured subject to specified
exclusions and deductible and maximum amounts against loss arising from any
claim which may be made against the Registrant or any director of officers of
the Registrant by reason of any breach of duty, neglect, error, misstatement,
omission or act done or alleged to have been dome which acting in their
respective capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits furnished with the Registration Statement are listed on
Page E-1.
Item 9. Undertakings.
S-2
<PAGE>
(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 material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; (ii) to include any prospectus required by Section 10(a)(3) of the
Securities Act; and (iii) 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 (of the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and 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;
provided, however, that paragraphs (1)(ii) and (iii) do not apply if this
Registration Statement is on Form S-3, S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in this Registration Statement.
(2) The undersigned Registrant hereby undertakes that, for
purposes 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 1934 Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the 1934 Act)
that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at the time shall
be deemed to be the initial bona fide offering thereof.
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, the Registrant's
Articles of Incorporation or By-Laws, as amended, 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 the
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.
S-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Indianapolis, and the State of Indiana, on this
18th day of January, 1999.
SYMONS INTERNATIONAL GROUP, INC.
By: /s/ Alan G. Symons
Alan G. Symons
Chief Executive Officer
Each person whose signature appears below hereby severally constitutes
and appoints Alan G. Symons, Douglas H. Symons and David L. Bates, and each of
them, his true and lawful agent, proxy and as attorney-in-fact for the
undersigned, each acting alone with full power of substitution and
resubstitution, in any and all capacities, to act on, sign and file any
amendments to this Registration Statement (including post-effective amendments)
and any subsequent registration statement filed by the Registrant pursuant to
Rule 462(b) of the Securities Act or 1933, and to file the same with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purpose as he might or could do in persons, hereby ratifying and
confirming all that each said attorney-in-fact, or any of them, may lawfully do
or cause to be done by virtue hereof.
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 date indicated.
Signature Title Date
(1) Principal Executive Officer:
/s/ Alan G. Symons
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Alan G. Symons Chief Executive Officer January 18, 1999
(2) Principal Financial and Accounting Officer:
/s/ Gary P. Hutchcraft Vice President and
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Gary P. Hutchcraft Chief Financial Officer January __, 1999
and Treasurer
(3) The Board of Directors
/s/ G. Gordon Symons Director January __, 1999
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G. Gordon Symons
/s/ Alan G. Symons Director January __, 1999
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Alan G. Symons
S-4
<PAGE>
/s/ Douglas H. Symons Director January __, 1999
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Douglas H. Symons
/s/ John J. McKeating Director January __, 1999
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John J. McKeating
/s/ James G. Torrance Director January __, 1999
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James G. Torrance
/s/ Robert C. Whiting Director January __, 1999
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Robert C. Whiting
/s/ David R. Doyle Director January __, 1999
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David R. Doyle
S-5
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
5 Opinion of David L. Bates
10.20 Symons International Group, Inc. 1996 Stock Option Plan*
23.1 Consent of PricewaterhouseCoopers, L.L.P.
23.2 Consent of David L. Bates (included as part of Exhibit 5)
24 Power of Attorney (included on Page S-4 of the Registration Statement)
* Incorporated by reference to the similarly designated exhibit to the
Registration Statement of Symons International Group, Inc. on S-1,
Registration No. 333-9129
E-1
Exhibit 5
January 22, 1999
Symons International Group, Inc.
4720 Kingsway Drive
Indianapolis, Indiana 46205
Re: 500,000 shares of Symons International Group, Inc.
(without par value) issuable under the 1996 Stock Option Plan
Gentlemen:
You have requested my opinion in connection with the proposed offering
and issuance by you of an additional 500,000 shares of your common shares (the
"Shares") referred to in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"). In such
connection, I have examined the Registration Statement and I am familiar with
the proceedings taken by the stockholders and Board of Directors and officers in
connection with the authorization of the Shares and related matters, and I have
reviewed such documents, records and matters of law as I have considered
necessary for rendering my opinion hereinafter set forth.
Based upon the foregoing, I am of the opinion that:
Symons International Group, Inc. is a corporation duly
organized and validly existing under the laws of the State of
Indiana.
The Shares have been duly and validly authorized, and when (i)
this Registration Statement has become effective under the Act
and (ii) the Shares are issued and sold in the manner and upon
the terms set forth in the 1996 Stock Option Plan, such Shares
will be legally issued, fully paid and nonassessable.
I consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, however, I do not thereby admit
that I am in the category of persons whose consent is required under Section 7
of the Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ David L. Bates
David L. Bates
Vice President, General Counsel and
Secretary
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Symons International Group, Inc. on Form S-8 (File No. 0-0000) of our report
dated February 27, 1998, except as to Note 23 which is as of March 2, 1998, on
our audits of the consolidated financial statements and financial statement
schedules of Symons International Group, Inc. as of December 31, 1997 and 1996,
and for the years ended December 31, 1997, 1996 and 1995, which was included in
the 1997 annual report to the shareholders and incorporated by reference in the
Annual Report on Form-10k (File No. 2-9042) for the year ended December 31,
1997.
/s/ PricewaterhouseCoopers, LLP
PricewaterhouseCoopers, LLP
Indianapolis, Indiana
January 22, 1999
