As filed with the Securities and Exchange Commission on April 30, 1997
File No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------
Trigon Healthcare, Inc.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1773225
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
2015 Staples Mill Road, RICHMOND, VIRGINIA 23230
(804) 354-7000
(Address of principal executive office, including zip code)
TRIGON HEALTHCARE, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
J. Christopher Wiltshire, Esq.
Trigon Healthcare, Inc.
Legal Department
2015 Staples Mill Road
Richmond, Virginia 23230
(804) 354-7284
(Name, address, including zip code, and telephone number, including area code,
of agent for service of process and registrant's principal executive offices)
Copies of all communications, including communications sent to agent for
service, should be sent to:
R. Gordon Smith, Esq.
McGuire, Woods, Battle & Boothe, L.L.P.
One James Center
901 East Cary Street
Richmond, Virginia 23219
(804) 775-1000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Each Class of Securities to be Price Per Offering Registration
to be Registered (1) Registered Share Price (1) Fee
-------------------- ---------- --------- --------- ------------
<S> <C>
Class A Common stock, par value $0.01 1,000,000 shs. $17.81 $17,810,000 $5,397
per share ........
</TABLE>
- ----------
(1) Computed in accordance with Rule 457(h) under the Securities Act of 1933, as
amended (the Securities Act), solely for the purpose of calculating the
registration fee. Based on the average of the high and low prices of Trigon
Healthcare, Inc. Common Stock on the New York Stock Exchange on April 25, 1997.
<PAGE>
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not required to be filed.
Item 2. Registrant Information and Employee Plan Annual
Information
Not required to be filed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Trigon Healthcare, Inc. (Trigon) with
the Securities and Exchange Commission (the Commission) are incorporated herein
by reference and made a part hereof: (a) the Trigon Annual Report on Form 10-K
for the year ended December 31, 1996; and (b) the description of Trigon's Class
A Common Stock, par value $.01, contained in Trigon's Registration Statement on
Form 8-A filed with the Commission on December 24, 1996 (File No. 001-12617).
In addition, all documents filed by Trigon pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
Exchange Act), after the date of the Prospectus and prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference into this registration statement and
to be a part hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 10 of the Virginia Stock Corporation Act allows, in general,
for indemnification, in certain circumstances, by a corporation of any person
threatened with or made a party to any action, suit or proceeding by reason of
the fact that he or she
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is, or was, a director, officer, employee or agent of such corporation.
Indemnification is also authorized with respect to a criminal action or
proceeding where the person had no reasonable cause to believe that his conduct
was unlawful. Article 9 of the Virginia Stock Corporation Act provides
limitations on damages payable by officers and directors, except in cases of
willful misconduct or knowing violation of criminal law or any federal or state
securities law.
Section 12.3 of the Company's Articles of Incorporation provides for
mandatory indemnification of any director or officer of the Company who is, was,
or is threatened to be made a party to a proceeding (including a proceeding by
or in the right of the Company) because he is or was a director or officer of
the Company or because he is or was serving the Company or other legal entity in
any capacity at the request of the Company while a director or officer of the
Company, against all liabilities and expenses as are incurred because of such
director's or officer's willful misconduct or knowing violation of the criminal
law.
The Company maintains a standard policy of officers' and directors'
liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
4(i) -- Articles of Incorporation of the Registrant
(Exhibit 3.1, Registration Statement (No.
333-09773) on Form S-1 of Trigon,
incorporated by reference).
4(ii) -- Bylaws of the Registrant (Exhibit 3.2, Form
10-K, as filed with the Securities and
Exchange Commission on March 31, 1997,
incorporated by reference).
5 -- Opinion of McGuire, Woods, Battle & Boothe,
L.L.P. (filed herewith).
23(i) -- Consent of KPMG Peat Marwick, LLP (filed
herewith).
23(ii) -- Consent of McGuire, Woods, Battle & Boothe,
L.L.P. (included in Exhibit 5).
24 -- Power of Attorney (included herein on the
signature pages).
3
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99 -- Trigon Healthcare, Inc. Employee Stock
Purchase Plan (Exhibit A, Trigon Proxy
Statement for Annual Meeting held April 16,
1997, incorporated by reference).
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;
(iii) 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;
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 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 this offer.
(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 15(d) of the Exchange
Act of (and, where applicable,
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each filing of an employee benefit plan's annual report pursuant to Section
13(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.
(h) 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 Securities and Exchange
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 that 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.
5
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POWERS OF ATTORNEY
Each person whose signature appears below hereby authorizes either agent for
service named in the registration statement as attorney-in-fact, to sign on his
behalf individually and in each capacity stated below and to file all amendments
and post-effective amendments to the registration statement, and Trigon hereby
confers like authority to sign and file on its behalf, with respect to the
proposed registration, offer and sale or issuance of Common Stock of Trigon, par
value $.01 per share, in connection with the Trigon Healthcare, Inc. Employee
Stock Purchase Plan.
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 County of Henrico, Commonwealth of Virginia, on the 16th day
of April, 1997.
TRIGON HEALTHCARE, INC.
By \s\ Thomas G. Snead, Jr.
----------------------------------------
(Thomas G. Snead, Jr., Treasurer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C>
\s\ Norwood H. Davis, Jr. Chairman of the Board April 16, 1997
- ------------------------------- Chief Executive
Norwood H. Davis, Jr. Officer
\s\ Hunter B. Andrews Director April 16, 1997
- ------------------------------
Hunter B. Andrews
Director
- ------------------------------
Lenox D. Baker, Jr., M.D.
\s\ James K. Candler Director April 16, 1997
- -------------------------------
James K. Candler
\s\ John Cole, Jr., M.D. Director April 16, 1997
- -------------------------------
John Cole, Jr., M.D.
6
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\s\ Robert M. Freeman Director April 16, 1997
- --------------------------------
Robert M. Freeman
Director
- --------------------------------
William R. Harvey
\s\ Elizabeth G. Helm Director April 16, 1997
- --------------------------------
Elizabeth G. Helm
\s\ Gary A. Jobson Director April 16, 1997
- --------------------------------
Gary A. Jobson
\s\ Frank C. Martin, Jr. Director April 16, 1997
- --------------------------------
Frank C. Martin, Jr.
\s\ Donald B. Nolan, M.D. Director April 16, 1997
- --------------------------------
Donald B. Nolan, M.D.
\s\ William N. Powell Director April 16, 1997
- -------------------------------
William N. Powell
\s\ J. Carson Quarles Director April 16, 1997
- -------------------------------
J. Carson Quarles
\s\ R. Gordon Smith Director April 16, 1997
- -------------------------------
R. Gordon Smith
\s\ Hubert R. Stallard Director April 16, 1997
- --------------------------------
Hubert R. Stallard
\s\ Jackie M. Ward Director April 16, 1997
- -------------------------------
Jackie M. Ward
\s\ Stirling L. Williamson, Jr. Director April 16, 1997
- -------------------------------
Stirling L. Williamson, Jr.
\s\ Thomas G. Snead, Jr. Treasurer (Principal April 16, 1997
- ------------------------------- Financial and
Thomas G. Snead, Jr. Accounting Officer)
7
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
5 Opinion of McGuire, Woods, Battle & Boothe, L.L.P.
23(i) Consent of KPMG Peat Marwick LLP.
23(ii) Consent of McGuire, Woods, Battle & Boothe, L.L.P.
(contained in Exhibit 5).
8
</TABLE>
Exhibit 5
April 29, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Dear Sir or Madam:
This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by Trigon Healthcare, Inc. with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, with respect to 1,000,000 shares of Class A Common Stock, par value
$0.01 per share, of the Company ("Common Stock"), relating to the Trigon
Healthcare, Inc. Employee Stock Purchase Plan (the "Plan").
We are of the opinion that the 1,000,000 of Common Stock being
registered under the Registration Statement, when issued or sold in accordance
with the terms and provisions of the Plan, will be duly authorized, legally
issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
\s\ McGuire, Woods, Battle & Boothe, L.L.P.
Consent of Independent Auditors
The Board of Directors
Trigon Healthcare, Inc.:
We consent to incorporation by reference in this registration statement on Form
S-8 of Trigon Healthcare, Inc. for the Trigon Healthcare, Inc. Employee Stock
Purchase Plan of our report dated February 7, 1997, relating to the consolidated
balance sheets of Trigon Healthcare, Inc. and subsidiaries (formerly Blue Cross
and Blue Shield of Virginia and subsidiaries) as of December 31, 1995 and 1996
and the related consolidated statements of operations, changes in surplus and
cash flows for each of the years in the three-year period ended December 31,
1996 which report is incorporated by reference in the 1996 annual report on Form
10-K of Trigon Healthcare, Inc.
\s\ KPMG Peat Marwick LLP
Richmond, Virginia
April 30, 1997
