<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 10, 1998.
REGISTRATION NO.333.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
PENNSYLVANIA MANUFACTURERS CORPORATION
----------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2217932
- ---------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S.Employer Identification No.)
incorporation or organization)
The PMA Building
380 Sentry Parkway
Blue Bell, Pennsylvania 19422-2328
--------------------------- -------------------------
(Address of Principal Executive Offices) (Zip Code)
____________________
PENNSYLVANIA MANUFACTURERS CORPORATION
Amended and Restated 1987 Incentive Stock Option Plan,
Amended and Restated 1991 Equity Incentive Plan
Amended and Restated 1993 Equity Incentive Plan
Amended and Restated 1994 Equity Incentive Plan
1995 Equity Incentive Plan
1996 Equity Incentive Plan
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(Full title of the plans)
____________________
John W. Smithson, President and Chief Executive Officer
Pennsylvania Manufacturers Corporation
The PMA Building
380 Sentry Parkway
Blue Bell, Pennsylvania 19422-2328
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(Name and address of agent for service)
(215) 665-5046
-------------------------------------
(Telephone number, including area code,
of agent for service)
____________________
Copy to:
John W. Kauffman, Esquire
Duane, Morris & Heckscher LLP
One Liberty Place
Philadelphia, PA 19103-7396
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered(1) price per share(2) offering price(2) registration fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common 3,864,903 shares $13.83306 $53,464,388 $15,772
Stock, par value
$5.00
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</TABLE>
(1) In addition, this registration statement (the "Registration Statement")
also registers such additional shares as may be required to be issued under
the plans listed above (the "Plans") in the event of a stock dividend,
reverse stock split, split-up, reclassification or other similar events.
(2) Estimated solely for the purpose of calculating the registration fee based
on (i) the average per share exercise price of $13.179 with respect to
options to purchase 3,117,612 shares of Class A Common Stock that are
currently outstanding and (ii) the average of the high and low sales prices
of the Class A Common Stock of the Company on the Nasdaq Stock Market on
February 5, 1998, or $16.563 per share, with respect to 747,291 shares
reserved for issuance under the Plans.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following material is incorporated herein by reference:
(a) The Form 10 registration statement (No. 0-22761) of Pennsylvania
Manufacturers Corporation (the "Company"), as amended under cover of Form 10/A
and filed by the Company with the Securities and Exchange Commission (the
"Commission") on January 6, 1998 (the "Form 10 Registration Statement") under
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act").
(b) The Company's Form 10-Q Quarterly Report for the period ended
September 30, 1997 as filed by the Company with the Securities and Exchange
Commission on November 12, 1997.
(c) The description of the Company's Class A Common Stock set forth under
Item 11 of the Form 10 Registration Statement.
All reports or other documents filed pursuant to Sections 13, 14 and 15(d)
of the Exchange Act subsequent to the date of this Registration Statement, in
each case filed by the Company prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for the 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 herein by reference,
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
No answer to this item is required because the class of securities to be
offered is registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements and schedules of the Company as of
December 31, 1996 and for each of the years in the three-year period ended
December 31, 1996 have been incorporated by reference herein and in this
Registration Statement in reliance upon the reports of Coopers & Lybrand LLP,
independent accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
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The validity of the issuance of the shares of Class A Common Stock
registered hereby will be passed upon for the Company by Duane, Morris &
Heckscher LLP, Philadelphia, Pennsylvania. A. John May, a director of the
Company, is a member of Duane, Morris & Heckscher LLP. Mr. May beneficially
owns an aggregate of 257,200 shares of the Company's Common Stock, par value
$5.00 per share, and 66,200 shares of the Company's Class A Common Stock. Of
these shares, 11,250 shares of Common Stock and 2,650 shares of Class A Common
Stock are owned jointly by Mr. May and his wife; 1,550 shares of Class A Common
Stock are owned by Mr. May's wife as custodian for their minor grandchildren;
and 17,250 shares of Class A Common Stock held by a partnership of which Mr. May
is a general partner. Members of Duane, Morris & Heckscher LLP hold an aggregate
of 259,700 shares of Common Stock and 67,170 shares of Class A Common Stock of
the Company. Also, Duane, Morris & Heckscher LLP was paid an aggregate of
$3,671,875 and $3,165,092 for services in 1996 and 1995, respectively.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the provisions for indemnification of directors and
officers in the Pennsylvania Business Corporation Law (the "BCL"), which applies
to the Company, the Company's Bylaws provide for indemnification of directors
and officers for all expense, liability and loss (including without limitation
attorney's fees, judgments, fines, taxes, penalties and amounts paid in
settlement) reasonably incurred or suffered by such person in any threatened,
pending or completed action, suit or proceeding (including without limitation an
action, suit or proceeding by or in the right of the Company), whether civil,
criminal, administrative, investigative, or through arbitration, unless the
act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness.
The right to indemnification provided in the Company's Bylaws includes the right
to have the expenses incurred by such person in defending any proceeding paid by
the Company in advance of the final disposition of the proceeding to the fullest
extent permitted by Pennsylvania law; provided that, if Pennsylvania law
continues so to require, the payment of such expenses incurred by such person in
advance of the final disposition of a proceeding may be made only upon delivery
to the Company of an undertaking, by or on behalf of such person, to repay all
amounts so advanced without interest if it is ultimately determined that such
person is not entitled to be indemnified under the Company's Bylaws or
otherwise. Indemnification under such provisions continues as to a person who
has ceased to be a director or officer of the Company and inures to the benefit
of his or her heirs, executors and administrators. The Bylaws for the Company
also avail directors of the Pennsylvania law limiting directors' liability for
monetary damages for any action taken or any failure to take any action to those
cases where they have breached their fiduciary duty under the BCL and such
breach constitutes self-dealing, willful misconduct or recklessness, provided,
however, that this limitation does not apply to the responsibilities or
liabilities of a director pursuant to any criminal statute, or to the
liabilities of a director for payment of taxes pursuant to local, Pennsylvania
or federal law.
II-4
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No answer to this item is required because no restricted securities are to
be reoffered or resold pursuant to this Registration Statement.
ITEM 8. EXHIBITS.
*4.1 The Company's Amended and Restated 1987 Incentive Stock Option
Plan.
*4.2 The Company's Amended and Restated 1991 Equity Incentive Plan.
*4.3 The Company's Amended and Restated 1993 Equity Incentive Plan.
*4.4 The Company's Amended and Restated 1994 Equity Incentive Plan.
*4.5 The Company's 1995 Equity Incentive Plan.
*4.6 The Company's 1996 Equity Incentive Plan.
5 Opinion of Duane, Morris & Heckscher LLP.
23.1 Consent of Duane, Morris & Heckscher LLP (included in their
opinion filed as Exhibit 5).
23.2 Consent of Coopers & Lybrand LLP.
24 Power of Attorney (see page II-7 of this Registration Statement)
_____________________
* Incorporated by reference to Exhibits 10.5, 10.6, 10.7, 10.8, 10.9 and
10.10, respectively to the initial filing of the Company's Form 10 Registration
Statement (No. 0-22761) filed with the Commission on June 26, 1997.
ITEM 9. UNDERTAKINGS.
The registrant hereby undertakes:
(a) 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 (the "Act");
(ii) To reflect in any 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
II-5
<PAGE>
the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which is registered) and any deviation
from the low or high end 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% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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) of this Item 7
do not apply if the registration statement is on Form S-3, Form 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
Exchange Act that are incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the 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 offer thereof; and
(c) 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.
The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(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.
The undersigned registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the registrant, the registrant
has been advised that in the opinion of the 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.
II-6
<PAGE>
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 Blue Bell, Pennsylvania on February 9, 1998.
PENNSYLVANIA MANUFACTURERS
CORPORATION
By: /s/ John W. Smithson
-----------------------------------
John W. Smithson, President and
Chief Executive Officer
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John W. Smithson and Francis W. McDonnell, and
each or either of them, as such person's true and lawful attorneys-in-fact and
agents, with full power of substitution, for such person, and in such person's
name, place and stead, in any and all capacities to sign any or all amendments
or 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 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 purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them or their 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 below by the following persons in
the capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Frederick W. Anton III Chairman of the Board and February 9, 1998
- ------------------------------
Frederick W. Anton III a Director
/s/ John W. Smithson President, Chief Executive February 9, 1998
- ------------------------------
John W. Smithson Officer and a Director
(principal executive officer)
/s/ Francis W. McDonnell Senior Vice President, Chief February 9, 1998
- ------------------------------
Francis W. McDonnell Financial Officer and
Treasurer (principal financial
and accounting officer)
II-7
<PAGE>
Signature Title Date
- --------- ----- ----
Director February _, 1998
- -----------------------------
Paul I. Detwiler, Jr.
/s/ Joseph H. Foster Director February 9, 1998
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Joseph H. Foster
/s/ Anne S. Genter Director February 9, 1998
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Anne S. Genter
/s/ James F. Malone III Director February 9, 1998
- -----------------------------
James F. Malone III
/s/ A. John May Director February 9, 1998
- -----------------------------
A. John May
/s/ Louis N. McCarter III Director February 9, 1998
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Louis N. McCarter III
/s/ John W. Miller, Jr. Director February 9, 1998
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John W. Miller, Jr.
/s/ Edward H. Owlett Director February 9, 1998
- -----------------------------
Edward H. Owlett
/s/ Louis I. Pollock Director February 9, 1998
- -----------------------------
Louis I. Pollock
_____________________________
Roderic H. Ross Director February _, 1998
/s/ L.J. Rowell, Jr. Director February 9, 1998
- -----------------------------
L.J. Rowell, Jr.
II-8
<PAGE>
EXHIBIT INDEX
(PURSUANT TO ITEM 601 OF REGULATION S-K)
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
*4.1 The Company's Amended and Restated 1987 Incentive Stock Option Plan.
*4.2 The Company's Amended and Restated 1991 Equity Incentive Plan.
*4.3 The Company's Amended and Restated 1993 Equity Incentive Plan.
*4.4 The Company's Amended and Restated 1994 Equity Incentive Plan.
*4.5 The Company's 1995 Equity Incentive Plan.
*4.6 The Company's 1996 Equity Incentive Plan.
5 Opinion of Duane, Morris & Heckscher LLP.
23.1 Consent of Duane, Morris & Heckscher LLP (included in their opinion filed
as Exhibit 5).
23.2 Consent of Coopers & Lybrand LLP.
24 Power of Attorney (see page II-7 of this Registration Statement).
_____________________
* Incorporated by reference to Exhibits 10.5, 10.6, 10.7, 10.8, 10.9 and
10.10, respectively to the initial filing of the Company's Form 10 Registration
Statement (No. 0-22761) filed with the Commission on June 26, 1997.
<PAGE>
EXHIBIT 5
February 9, 1998
The Board of Directors of
Pennsylvania Manufacturers Corporation
The PMA Building
380 Sentry Parkway
Blue Bell, PA 19422-2328
Gentlemen:
We have acted as counsel to Pennsylvania Manufacturers Corporation (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, of a
registration statement on Form S-8 (the "Registration Statement") relating to
the offer and sale by the Company of up to an aggregate of 3,864,903 shares (the
"Shares") of Class A Common Stock, $5.00 par value, of the Company, pursuant to
the Company's Amended and Restated 1987 Incentive Stock Option Plan, the
Company's Amended and Restated 1991 Equity Incentive Plan, the Company's Amended
and Restated 1993 Equity Incentive Plan, the Company's Amended and Restated 1994
Equity Incentive Plan, the Company's 1995 Equity Incentive Plan and the
Company's 1996 Equity Incentive Plan (the "Plans").
As counsel to the Company, we have supervised all corporate proceedings in
connection with the preparation and filing of the Registration Statement. We
have also examined the Company's Articles of Incorporation and Bylaws, as
amended to date, the corporate minutes and other proceedings and the records
relating to the authorization, sale and issuance of the Shares, and such other
documents and matters of law as we have deemed necessary or appropriate in order
to render this opinion.
Based upon the foregoing, it is our opinion that each of the Shares, when
issued in accordance with the terms and conditions of the respective Plans, will
be duly authorized, legally and validly issued and outstanding, fully paid and
nonassessable.
We hereby consent to the use of this opinion in the Registration Statement
and the reference to us under "Item 5 -Interests of Named Experts and Counsel"
in the Registration Statement.
Sincerely,
/s/ DUANE, MORRIS & HECKSCHER LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Pennsylvania Manufacturers Corporation on Form S-8 of our report dated February
14, 1997 (except for Notes 6 and 15, as to which the date is March 14, 1997) on
our audits of the consolidated financial statements of Pennsylvania
Manufacturers Corporation as of December 31, 1996 and 1995, and for the years
ended December 31, 1996, 1995 and 1994 appearing in the Registration Statement
on Form 10 (Registration No. 0-22761) of Pennsylvania Manufacturers Corporation
filed with the Securities and Exchange Commission under cover of Form 10/A on
January 6, 1998. We also consent to the reference to us under "Item 5 -Interests
of Named Experts and Counsel" in such Registration Statement.
/s/ COOPERS & LYBRAND L.L.P.
One South Market Street
Harrisburg, Pennsylvania
February 9, 1998
