<PAGE> 1
As filed with the Securities and Exchange Commission on July 22, 1997.
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
SUMMIT HOLDING SOUTHEAST, INC.
(Exact name of issuer as specified in its charter)
FLORIDA 59-3409855
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2310 A-Z PARK ROAD
LAKELAND, FLORIDA 33801
(941) 665-6060
(Address, including zip code, and telephone number, of registrant's
principal executive offices)
SUMMIT HOLDING SOUTHEAST, INC. 1996 LONG-TERM INCENTIVE PLAN
AND
THE SUMMIT CONSULTING, INC. RETIREMENT PLAN, AS AMENDED
(Full title of the Plans)
WILLIAM B. BULL Copy to:
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SUMMIT HOLDING SOUTHEAST, INC. M. HILL JEFFRIES
2310 A-Z PARK ROAD ALSTON & BIRD LLP
LAKELAND, FLORIDA 33801 1201 WEST PEACHTREE STREET, N.W.
(941) 665-6060 ATLANTA, GEORGIA 30309-3424
(Name, address, including zip code, (404) 881-7546
and telephone number,
including area code, of agent for service)
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed Proposed
Title of Securities Amount to Maximum Maximum Amount of
to be Registered be Registered(1) Offering Price Aggregate Registration
Per Share(2) Offering Price(2) Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 500,000 shares $11.00 $5,500,000 $1,666.67
- --------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 45,000 shares $11.00 $ 495,000 $ 150.00
- --------------------------------------------------------------------------------------------------------------------
Total 545,000 shares $5,995,000 $1,816.67
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
footnotes on following page
<PAGE> 2
(1) This registration statement covers 500,000 shares of Common Stock
issuable upon the exercise of stock options granted on May 28, 1997 and
currently outstanding under the 1996 Long-Term Incentive Plan (the
"Incentive Plan"), and 45,000 shares of Common Stock contributed by the
Company on May 28, 1997 to participants' accounts under The Summit
Consulting, Inc. Retirement Plan, as amended (the "Retirement Plan")
(the Incentive Plan and the Retirement Plan referred to collectively
herein as the "Plans"), plus any additional shares that may hereafter
become issuable as a result of the adjustment and anti-dilution
provisions of the Plans.
(2) Pursuant to Rule 457(h), the registration fee for shares issuable under
the Incentive Plan is based on the exercise prices of outstanding stock
options under such plan, and the registration fee for shares issued
under Retirement Plan is based on the average of the high and low sales
prices of the Common Stock on the Nasdaq National Market on May 28,
1997, the date such shares were contributed to participants' accounts
by the Company.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting Part I of this registration statement will
be sent or given to participants in the Plans as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
registration statement and are deemed to be a part hereof from the date of the
filing of such documents:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1997 filed with the Securities and Exchange Commission on June
27, 1997, which contains audited financial statements for the registrant's
latest fiscal year.
(2) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act, since June 27, 1997.
(3) The description of common stock contained in the Company's
registration statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.
(4) All other documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this registration statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference 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.
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<PAGE> 4
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he is or was a director or
officer of the corporation, against liability incurred in connection with such
proceeding, including any appeal thereof, provided certain standards are met,
including that such officer or director acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and provided further that, with respect to any criminal action or
proceeding, the officer or director had no reasonable cause to believe his
conduct was unlawful. In the case of proceedings by or in the right of the
corporation, the Florida Act provides that, in general, a corporation may
indemnify any person who was or is a party to any such proceeding by reason of
the fact that he is or was a director or officer of the corporation against
expenses and amounts paid in settlement actually and reasonably incurred in
connection with the defense or settlement of such proceeding, including any
appeal thereof, provided that such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim as to which such person is adjudged liable unless a court of competent
jurisdiction determines upon application that such person is fairly and
reasonably entitled to indemnity. To the extent that any officers or directors
are successful on the merits or otherwise in the defense of any of the
proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and
reasonably incurred in connection therewith. However, the Florida Act further
provides that, in general, indemnification or advancement of expenses shall not
be made to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute: (i) a violation of criminal
law, unless the director or officer had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe it was unlawful; (ii) a
transaction from which the director or officer derived an improper personal
benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the
Florida Act or the corporation's articles of incorporation; or (iv) willful
misconduct or a conscious disregard for the best interests of the corporation in
a proceeding by or in the right of the corporation to procure a judgment in its
favor or in a proceeding by or in the right of a shareholder. Article Eight of
Summit's Bylaws provides that Summit shall indemnify any director, officer,
employee or agent or any former director, officer, employee or agent to the full
extent permitted by Florida law.
The Company has purchased insurance with respect to, among other
things, any liabilities that may arise under the statutory provisions referred
to above.
II-2
<PAGE> 5
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None.
ITEM 8. EXHIBITS
The exhibits included as part of this registration statement are as
follows:
Exhibit Number Description
4.1 Articles of Incorporation of the Registrant
(previously filed and incorporated by reference to
Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-16499)).
4.2 Bylaws of the Registrant (previously filed and
incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (File
No. 333-16499)).
5.1 Opinion of Counsel as to the legality of the
securities being registered.
23.1 Consent of Counsel (contained in the opinion filed as
Exhibit 5.1 hereof).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Brinton & Mendez, Certified Public
Accountants.
24 Power of Attorney pursuant to which amendments to
this registration statement may be filed (included on
the signature page contained in Part II hereof).
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 of 1933;
II-3
<PAGE> 6
(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 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) 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 Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities being
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 of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's articles of
incorporation, bylaws, 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 of 1933 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 Act and will be governed by the final adjudication of
such issue.
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<PAGE> 7
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 Lakeland, State of Florida, on July 21, 1997.
SUMMIT HOLDING SOUTHEAST, INC.
By: /S/ WILLIAM. B. BULL
-----------------------------------------
William B. Bull
President and Chief Executive Officer
Know All Men By These Presents, that each person whose signature
appears below constitutes and appoints William B. Bull and Russell L. Wall, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully and to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on dates indicated below.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/S/ WILLIAM B. BULL President, Chief Executive June 25, 1997
- ------------------------------ Officer and Director
William B. Bull (Principal Executive Officer)
/S/ GREG C. BRANCH Chairman of the Board June 25, 1997
- ------------------------------ of Directors
Greg C. Branch
</TABLE>
II-5
<PAGE> 8
<TABLE>
<S> <C> <C>
/S/ C.C. DOCKERY Director July 1, 1997
- ------------------------------
C.C. Dockery
/S/ JOHN A. GRAY Director July 21, 1997
- ------------------------------
John A. Gray
/S/ ROBERT L. NOOJIN, SR. Director July 21, 1997
- ------------------------------
Robert L. Noojin, Sr.
/S/ THOMAS S. PETCOFF Director July 21, 1997
- ------------------------------
Thomas S. Petcoff
/S/ ROBERT SIEGEL Director July 3, 1997
- ------------------------------
Robert Siegel
/S/ RUSSELL L. WALL Vice President of Finance June 25, 1997
- ------------------------------ (Principal Financial
Russell L. Wall and Accounting Officer)
</TABLE>
II-6
<PAGE> 9
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
4.1 Articles of Incorporation of the Registrant
(previously filed and incorporated by reference to
Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-16499)).
4.2 Bylaws of the Registrant (previously filed and
incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (File
No. 333-16499)).
5.1 Opinion of Counsel as to the legality of the
securities being registered.
23.1 Consent of Counsel (contained in the opinion filed as
Exhibit 5.1 hereof).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Brinton & Mendez, Certified Public
Accountants.
24.1 Power of Attorney pursuant to which amendments to
this registration statement may be filed (included on
the signature page contained in Part II hereof).
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD] ALSTON&BIRD LLP
July 21, 1997
Summit Holding Southeast, Inc.
2310 A-Z Park Road
Lakeland, Florida 33801
Re: Form S-8 Registration Statement of Summit Holding Southeast,
Inc. relating to The Summit Holding Southeast, Inc. 1996
Long-Term Incentive Plan, and The Summit Consulting, Inc.
Retirement Plan
Ladies and Gentlemen:
We have acted as counsel for Summit Holding Southeast, Inc., a Florida
corporation (the "Corporation"), in connection with the referenced Registration
Statement on Form S-8 (the "Registration Statement") being filed by the
Corporation with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, and covering 500,000 shares of the
Company's common stock, $0.01 par value ("Common Stock"), that may be issued
upon the grant or exercise of awards pursuant to the Summit Holding Southeast,
Inc. 1996 Long-Term Incentive Plan (the "Incentive Plan") and 45,000 shares of
Common Stock that were contributed by the Corporation to eligible participants'
accounts under The Summit Consulting, Inc. Retirement Plan (the "Retirement
Plan"). This Opinion Letter is rendered pursuant to Item 8 of Form S-8 and Item
601(b)(5) of Regulation S-K.
In the capacity described above, we have considered such matters of law
and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Corporation, certificates of public officials and such other documents as we
have deemed appropriate as a basis for the opinions hereinafter set forth.
Based upon the foregoing, it is our opinion that:
(i) the 500,000 shares of Common Stock covered by the Registration
Statement and to be issued upon the grant or exercise of awards under the
Incentive Plan, when issued accordance with the terms and conditions of the
Incentive Plan, will be legally and validly issued, fully paid and
nonassessable; and
(ii) the 45,000 shares of Common Stock covered by the Registration
Statement and contributed by the Corporation to eligible participants' accounts
under the Retirement Plan are legally and validly issued, fully paid and
nonassessable.
<PAGE> 2
This Opinion Letter is provided to you for your benefit and for the
benefit of the Commission, in each case, solely with regard to the Registration
Statement, may be relied upon by you and the Commission only in connection with
the Registration Statement, and may not be relied upon by any other person or
for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD LLP
By: /S/ LAURA G. THATCHER
-----------------------------------------
Laura G. Thatcher, a Partner
LGT:lgt
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the registration statement on
Form S-8 of Summit Holding Southeast, Inc. (the "Company"), pertaining to the
Summit Holding Southeast, Inc. 1996 Long-Term Incentive Plan and The Summit
Consulting Inc. Retirement Plan, of our report dated June 26, 1997 on the
consolidated financial statements and financial statement schedules of Summit
Holding Southeast, Inc. as of March 31, 1997 and 1996 and for the years then
ended, included in the Company's Annual Report on Form 10-K for the year ended
March 31, 1997.
Ernst & Young LLP
Jacksonville, Florida
July 18, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF BRINTON & MENDEZ, CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on
Form S-8 of Summit Holding Southeast, Inc. (the "Company"), pertaining to the
Summit Holding Southeast, Inc. 1996 Long-Term Incentive Plan and the Summit
Consulting Inc. Retirement Plan, of our report dated June 26, 1997 on the
consolidated financial statements and financial statement schedules of Summit
Holding Southeast, Inc. as of March 31, 1995 and for the year then ended,
included in the Company's Annual Report on Form 10-K for the year ended March
31, 1997.
Brinton & Mendez
Certified Public Accountants
Lakeland, Florida
July 16, 1997
