AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1997
Registration No.*
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HSB GROUP, INC.
(Exact name of registrant as specified in its charter)
Connecticut 06-1475343
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification number)
One State Street, Hartford, Connecticut
P.O. Box 5024 06102-5024
(Address of Principal Executive Offices) (Zip Code)
HSB GROUP, INC.
1985 STOCK OPTION PLAN
1995 STOCK OPTION PLAN
EMPLOYEES' THRIFT INCENTIVE PLAN
(Full Title of the Plans)
R. Kevin Price, Corporate Secretary
HSB Group, Inc.
One State Street, P.O. Box 5024, Hartford, CT 06102-5024
(860) 722-1866
(Name, address and telephone number, including area code
of Agent for Service)
CALCULATION OF REGISTRATION FEE
-------------------------------
Proposed
Maximum Proposed
Aggregate Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price per Offering Registration
To be Registered Registered Share Price Fee
- ------------------ ---------- -------- -------- ------------
N/A* N/A* N/A* N/A* N/A*
* No additional securities are to be registered and the registration fees were
paid at the time the original Registration Statements were filed (File Nos.
33-36519, 33-4397 and 333-29605). Therefore, no further registration fee is
required.
<PAGE>
HSB GROUP, INC.
POST EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENTS ON
FORM S-8
Explanatory Note
This post-effective amendment to certain Registration Statements on Form S-8
(File Nos. 33-36519, 33-4397 and 333-29605) (the "Registration Statements") is
being filed pursuant to Rule 414 under the Securities Act of 1933, as amended
(the "Securities Act"), as a result of the share exchange between The Hartford
Steam Boiler Inspection and Insurance Company ("Hartford Steam Boiler") and HSB
Group, Inc. (the "Registrant") pursuant to which each outstanding share of
Hartford Steam Boiler common stock, without par value (including the associated
rights to purchase depositary receipts) ("Hartford Steam Boiler Common Stock")
was exchanged for one share of common stock, without par value (including the
associated rights to purchase depositary receipts), of the Registrant ("HSB
Group Common Stock"). Pursuant to the Agreement and Plan of Share Exchange
between Hartford Steam Boiler and Registrant, Registrant assumed each employee
benefit plan and program of Hartford Steam Boiler, and each share of Hartford
Steam Boiler Common Stock, and each option, unit or right previously issued and
outstanding under such plans was converted into an equivalent number of shares,
options, units or rights, respectively, of HSB Group Common Stock on the same
terms. As a result, The Hartford Steam Boiler Inspection and Insurance Company
1985 and 1995 Stock Option Plans and Employees' Thrift Incentive Plan, the plans
subject to this Registration Statement, became The HSB Group, Inc. 1985 and 1995
Stock Option Plans and Employees' Thrift Incentive Plan.
No additional stock options will be granted under the Registrant's 1985 Stock
Option Plan. Previously granted stock options, however, remain outstanding and
subject to future exercise rights. HSB Group Common Stock may be acquired
pursuant to options granted or to be granted under the Registrant's 1995 Stock
Option Plan or in connection with participants' investments in the HSB Group,
Inc. Stock Fund under the Registrant's Employees' Thrift Incentive Plan.
Except as modified by this amendment, Registrant, as the successor issuer,
hereby expressly adopts the Registration Statements as its own registration
statements for all purposes of the Securities Act and the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
-2-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission are hereby incorporated by
reference in this Registration Statement:
(a) Hartford Steam Boiler's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) Annual Report on Form 11-K filed by The Hartford Steam Boiler Inspection and
Insurance Company Employees' Thrift Incentive Plan for its plan year ended
December 31, 1996.
(c) All other reports filed with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act of 1934, as amended since the end of the fiscal year
covered by Hartford Steam Boiler's annual report referred to in (a) above by
Hartford Steam Boiler and Registrant.
(d) The description of the Registrant's Common Stock contained in its
registration statement filed on Form 8-B dated June 25, 1997, filed by the
Registrant pursuant to Section 12 of the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 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 herein or in a document all or a portion of which is
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 herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified and amended, to constitute part of
this Registration Statement.
Item 4. Description of Securities
Not applicable.
-3-
<PAGE>
Item 5. Interests of Named Counsel and Experts
Certain legal matters in connection with the Plans have been passed on by
Roberta A. O'Brien, Esquire, Deputy General Counsel to the Company. Ms. O'Brien
is eligible to participate in the plans. Ms. O'Brien's current holdings in
Registrant common stock consist of the following: 800 shares held directly,
approximately 322 shares held through the Registrant's Thrift Incentive Plan and
approximately 1,704 shares held through the Registrant's Employee Stock
Ownership Plan, and 19,000 presently exercisable stock options.
Item 6. Indemnification of Directors and Officers
Article 8 of Registrant's Articles of Incorporation provides that to the fullest
extent permitted by the Connecticut Business Corporation Act ("CBCA"), no
director shall be personally liable to the company or its shareholders for
monetary damages for breach of duty as a director in an amount that exceeds the
compensation received by the director for serving the company during the year of
the violation. This limitation does not apply to a breach of duty of the
director which (i) involves a knowing and culpable violation by a director; (ii)
enables a director or an associate to receive an improper personal gain; (iii)
shows a lack of good faith and a conscious disregard for the duty of the
director to a company under circumstances in which the director was aware that
his conduct or omission created an unjustifiable risk of serious injury to the
company; (iv) constitutes a sustained and unexcused pattern of inattention that
amounted to an abdication of the director's duty to the company; or (v) creates
a liability for an unlawful distribution under the CBCA.
Article 9 of the Registrant's Articles of Incorporation provides that the
directors and officers of the company will be indemnified to the full extent
permitted under the CBCA. As of the date hereof, the CBCA permits a corporation
to indemnify its directors and officers against liability (including judgments,
settlements, penalties and fines) if such individual acted in good faith,
reasonably believed that his or her conduct was in the corporation's best
interests and, in the case of criminal proceedings, had no reasonable cause to
believe his or her conduct was unlawful. In a proceeding by or in the right of
the corporation, the corporation may indemnify a director or officer only for
reasonable expenses, and may not indemnify a director who is adjudged liable to
the corporation. Indemnification is mandatory when an officer or director is
successful in the defense of any proceeding. The CBCA also permits a corporation
to pay or reimburse the reasonable expenses incurred by a director who is a
party to an action, suit or proceeding (whether civil, criminal, administrative
or investigative) in advance of the final disposition of such action, suit or
proceeding provided that (i) such director affirms in writing such director's
good faith belief that the standard of conduct
-4-
<PAGE>
required under the statute has been met; (ii) such director furnishes a written
undertaking to repay the corporation if it is ultimately determined that such
standard has not been met; and (iii) a determination is made pursuant to the
statute that the facts then known would not preclude indemnification under the
statute. Provision for such advance of expenses in accordance with the CBCA is
included in the Registrant's Articles of Incorporation.
The Company (with respect to indemnification liability) and its directors and
officers (in their capacities as such) are insured against liability for
wrongful acts (to the extent defined) under an insurance policy with limits of
$25,000,000.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index attached hereto.
The Registrant hereby undertakes that it will submit or has submitted the Thrift
Incentive Plan and any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner and will make or has made all changes required by the IRS in
order to qualify that plan.
Item 9. Undertakings
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 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;
(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 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;
(4) 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
-5-
<PAGE>
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 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.
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 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 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 Act and will be governed by the final adjudication of
such issue.
-6-
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 Hartford, State of Connecticut, on this 18th day of
December 1997.
HSB GROUP, INC.
By: /s/ Gordon W. Kreh, President
Gordon W. Kreh, President
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capacities and on the date
indicated.
(Signature) (Title)
/s/ Gordon W. Kreh President, Chief Executive Officer
Gordon W. Kreh and Director
/s/ Saul L. Basch Senior Vice President, Treasurer
Saul L. Basch and Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
(Joel B. Alvord)* Director
(Richard G. Booth)* Director
(Colin G. Campbell)* Director
(Richard G. Dooley)* Director
(William B. Ellis)* Director
(E. James Ferland)* Director
(Lois D. Rice)* Director
(John M. Washburn, Jr.)* Director
(Wilson Wilde)* Director
*By: /s/ Robert C. Walker
Robert C. Walker
Attorney-in-Fact
December 18, 1997
-7-
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act, the plan
administrator of the HSB Group, Inc. Employees' Thrift Incentive Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hartford and State of
Connecticut, on the 18th day of December, 1997.
The HSB Group, Inc. Employees' Thrift Incentive Plan
By: /s/ Jodi L. Lussier
Jodi L. Lussier, member of HSB Group, Inc. Employees' Thrift
Incentive Plan Administrative Committee, the Plan Administrator
-8-
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER PAGE NO.
4(i) Articles of Incorporation of HSB Group Inc.;
incorporated by reference to Exhibit 3(i)
of Registrant's Form 8-B dated June 25, 1997.
4(ii) By-laws of HSB Group, Inc.; incorporated
by reference to Exhibit 3(ii) of Registrant's
Form 8-B dated June 25, 1997.
4(iii) Rights Agreement dated November 28, 1988
between The Hartford Steam Boiler
Inspection and Insurance Company and The
First National Bank of Boston, as Rights
Agent; incorporated by reference to Exhibit
4(i) to The Hartford Steam Boiler Inspection
and Insurance Company's Form 10-K for the
year ended December 31, 1995.
4(iv) Instruments defining the rights of holders
of long-term debt of the Registrant are not
being filed since the total amount of
securities authorized under each such
instrument does not exceed ten percent of the
total assets of the Registrant and its
subsidiaries on a consolidated basis. The
Registrant shall furnish copies of such
instruments to the Securities and Exchange
Commission upon request.
5 Opinion of Roberta A. O'Brien as to the 10
legality of the shares of common stock
being registered
23 (a) Consent of Coopers & Lybrand 11
(b) Consent of Roberta A. O'Brien (contained
in opinion listed in Exhibit 5)
24 Power of Attorney 12
-9-
<PAGE>
Exhibit 5
December 18, 1997
HSB Group, Inc.
One State Street
P.O. Box 5024
Hartford, CT 06102-5024
Ladies and Gentlemen:
In reference to the Registration Statement of HSB Group, Inc. (hereinafter the
"Company") on Form S-8 which is being filed with the Securities and Exchange
Commission in connection with the registration of the Company's common stock,
without par value (the "Common Stock") and, where applicable, participation
interests (the "Participation Interests") to be offered under the Company's 1985
and 1995 Stock Option Plans and the Company's Employees' Thrift Incentive Plan
(the "Plans"), you have asked my opinion as Deputy General Counsel of the
Company, on the validity of the issuance of the shares being registered.
In rendering this opinion, I, or attorneys under my supervision, have examined
the Plans, the Company's Articles of Incorporation and By-laws as presently in
effect, the minutes of applicable Board meetings relating to the Plans, and such
other records of the Company which I deem necessary under the circumstances.
Based on the foregoing, I am of the opinion that the proposed issuance of up to
2,600,000 shares of Common Stock under the Company's 1985 Stock Option Plan, up
to 1,850,000 shares of Common Stock under the Company's 1995 Stock Option Plan
and up to 298,981 shares of Common Stock, when sold as contemplated by the
Registration Statement, will be duly and validly issued, fully-paid and
non-assessable, and that the Participation Interests, when issued pursuant to
the Company's Employees' Thrift Incentive Plan, will be duly and validly issued,
fully-paid and non-assessable.
I hereby consent to the inclusion in said Registration Statement of this opinion
as an exhibit thereto.
Sincerely yours,
/s/ Roberta A. O'Brien
Roberta A. O'Brien
Deputy General Counsel
EXHIBIT 23(a)
We consent to the inclusion in this Post-Effective Amendment No. 1 to the
Company's registration statements on Form S-8 (Registration Nos. 33-36519,
33-4397 and 333-29605) of our report dated January 27, 1997, on our audits and
the consolidated financial statements and financial statements schedules of The
Hartford Steam Boiler Inspection and Insurance Company as of December 31, 1996
and 1995, and for the years ended December 31, 1996, 1995 and 1994, incorporated
by reference in The Hartford Steam Boiler Inspection and Insurance Company's
Annual Report on Form 10-K and 10-K/A, and to our report dated June 26, 1997, on
our audits of the financial statements and supplemental schedules of The
Hartford Steam Boiler Inspection and Insurance Company Employees' Thrift
Incentive Plan Trust Fund as of December 31, 1996 and 1995 and for the year
ended December 31, 1996, included in The Hartford Steam Boiler Inspection and
Insurance Company's Form 11-K for the year ended December 31, 1996.
/s/ Coopers & Lybrand L.L.P.
Hartford, Connecticut
December 19, 1997
Exhibit 24
POWER OF ATTORNEY
We, the undersigned directors of HSB Group, Inc. do hereby individually appoint
Robert C. Walker and Roberta A. O'Brien, and each of them singly, with full
power of substitution to each, our true and lawful attorneys-in-fact with full
power to them and each of them singly, to sign for us in our names and in any
and all capacities, any and all registration statements, amendments thereto and
post-effective amendments thereto with respect to The HSB Group, Inc. 1985 and
1995 Stock Option Plans and The HSB Group, Inc. Employees' Thrift Incentive Plan
and generally to do all such things in our name and on our behalf in our
capacities as directors that will enable the Company to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, which relate to said Form S-8 and the
filing thereof; hereby ratifying and confirming all that said attorneys or any
of them, shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Power
of Attorney has been signed by the following persons in the capacities and on
the date indicated.
(Signature) (Title) (Date)
- ----------- ------- ------
/s/ Gordon W. Kreh President, Chief November 4, 1997
Gordon W. Kreh Executive Officer
and Director
/s/ Joel B. Alvord
Joel B. Alvord Director November 4, 1997
/s/ Richard H. Booth
Richard H. Booth Director November 4, 1997
/s/ Colin G. Campbell
Colin G. Campbell Director November 4, 1997
/s/ Richard G. Dooley
Richard G. Dooley Director November 4, 1997
<PAGE>
(Signature) (Title) (Date)
- ----------- ------- ------
/s/ William B. Ellis
William B. Ellis Director November 4, 1997
/s/ E. James Ferland
E. James Ferland Director November 4, 1997
/s/ Lois D. Rice
Lois D. Rice Director November 4, 1997
/s/ John M. Washburn, Jr.
John M. Washburn, Jr. Director November 4, 1997
/s/ Wilson Wilde
Wilson Wilde Director November 4, 1997
