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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1997
REGISTRATION NO. 333-
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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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INSPIRE INSURANCE SOLUTIONS, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C>
TEXAS 75-2595937
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
300 BURNETT STREET
FT. WORTH, TEXAS 76102-2799
(Address of Principal (Zip Code)
Executive Offices)
</TABLE>
INSPIRE INSURANCE SOLUTIONS, INC.
AMENDED AND RESTATED 1997 STOCK OPTION PLAN
1997 DIRECTOR STOCK OPTION PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
F. GEORGE DUNHAM, III
PRESIDENT AND CHIEF EXECUTIVE OFFICER
300 BURNETT STREET
FT. WORTH, TEXAS 76102-2799
(Name and address of agent for service)
(817) 332-7761
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE (3)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value $1.30, $12.00
2,725,000 $16.875 $27,082,890.28 $8,206.94
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Series A Junior Preferred Stock
Purchase Rights 2,725,000 -- -- --
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(1) Of the amount to be registered, 2,300,000 shares are issuable upon exercise
of options available for grant under the Plans. Pursuant to Rule 416, this
registration statement also includes an indeterminable number of additional
shares that may become issuable pursuant to the antidilution adjustment
provisions of the Plans.
(2) Options for 840,248 shares of Common Stock have an exercise price of $1.30.
Options for 1,192,743 shares of Common Stock have an exercise price of
$12.00. Pursuant to Rule 457(c) and (h), and solely for the purpose of
calculating the applicable registration fee, the proposed maximum offering
price per share for the remaining Common Stock to be registered hereunder
has been estimated at $16.875, which amount represents the average of
the high and low sales prices of the Common Stock of INSpire Insurance
Solutions, Inc. on September 19, 1997, as reported by the Nasdaq
National Market.
(3) One Preferred Stock Purchase Right will be issued with each share of Common
Stock. As no additional consideration will be received for the Preferred
Stock Purchase Rights, no registration fee is required with respect to them
under Rule 457(i).
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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 directors, officers, consultants, advisors and employees of
INSpire Insurance Solutions, Inc. (the "Company") as specified by Rule
428(b)(1) promulgated under the Securities Act of 1933, as amended (the
"Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(1) The Company's latest prospectus (the "Final Prospectus"), dated
August 26, 1997, filed with the Commission pursuant to Rule 424(b)(3) under
the Securities Act, which prospectus contains audited financial statements
for the fiscal year ended December 31, 1996.
(2) The Company's Form 8-A filed with the Commission on August 21,
1997.
(3) The description of the Company's Common Stock contained in the
Company's registration statement on Form S-1 (No. 333-31173) filed with the
Commission on July 11, 1997, as amended by Amendment No. 1 thereto filed
with the Commission on July 30, 1997, Amendment No. 2 thereto filed with
the Commission on August 21, 1997, Amendment No. 3 thereto filed with the
Commission on August 22, 1997, and the Final Prospectus.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered
hereby have been sold or which 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 documents.
Any statement contained in a document 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
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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock offered by this
Registration Statement will be passed upon for the Company by Akin, Gump,
Strauss, Hauer & Feld, L.L.P.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company, a Texas corporation, is empowered by Article 2.02-1 of the
Texas Business Corporation Act (the "TBCA"), subject to the procedures and
limitations stated therein, to indemnify certain persons, including any person
who was, is or is threatened to be made a named defendant or respondent in a
proceeding because the person is or was a director or officer against
judgments, penalties (including excise and similar taxes), fines, settlements
and reasonable expenses (including court costs and attorneys' fees) actually
incurred by the person in connection with the threatened, pending, or completed
action, suit or proceeding. The Company is required by Article 2.02-1 to
indemnify a director or officer against reasonable expenses (including court
costs and attorneys' fees) incurred by him in connection with a threatened,
pending or completed action, suit or proceeding in which he is a named
defendant or respondent because he is or was a director or officer if he has
been wholly successful, on the merits or otherwise, in the defense of the
action, suit or proceeding. Article 2.02-1 provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise. The Restated Articles
of Incorporation and Bylaws of the Company provide for indemnification by the
Company of its directors and officers to the fullest extent permitted by the
TBCA. In addition, the Company has, pursuant to Article 1302-7.06 of the Texas
Miscellaneous Corporation Laws Act, provided in its Restated Articles of
Incorporation that, to the fullest extent permitted by the Texas Miscellaneous
Corporation Laws Act, a director of the Company shall not be liable to the
Company or its shareholders for monetary damages for an act or omission in a
director's capacity as director of the Company.
The Company has entered into indemnification agreements with each of its
directors. Each indemnification agreement provides that the Company shall
indemnify the director against certain liabilities and expenses actually and
reasonably incurred by the director in connection with any threatened, pending
or completed action, suit or proceeding, including an action by or on behalf of
shareholders of the Company or by or in the right of the Company, to which the
director is, or is threatened to be made, a party by reason of his status as a
director, provided that such individual did not derive an improper benefit,
such individual did not commit acts or omissions that were not in good faith or
that involved intentional misconduct or a knowing violation of the law, or such
indemnification is not otherwise disallowed under Texas law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits, attached hereto.
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. 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 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 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
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(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.
(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 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
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.
(c) 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 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.
3
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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 City of Ft. Worth, State of Texas on September 24, 1997.
INSPIRE INSURANCE SOLUTIONS, INC.
By: /s/ F. George Dunham, III
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F. George Dunham, III
President and Chief Executive Officer,
Chairman and Director
The undersigned directors and officers of INSpire Insurance Solutions, Inc.
hereby constitute and appoint F. George Dunham, III and Terry G. Gaines, and
each of them, with full power to act without the other and with full power of
substitution and resubstitution, our true and lawful attorneys-in-fact with
full power to execute in our name and behalf in the capacities indicated below
any and all amendments (including post-effective amendments and amendments
thereto) 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 and hereby ratify and confirm all that such
attorneys-in-fact, or either of them, or their substitutes shall 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 below by the following persons in the
capacities indicated on September 24, 1997.
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Signature Title
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<S> <C>
/s/ F. George Dunham, III President and Chief Executive Officer,
- ------------------------- Chairman and Director
F. George Dunham, III
/s/ Terry G. Gaines Executive Vice President and Chief
- ------------------- Financial Officer
Terry G. Gaines (Principal Financial and Accounting Officer)
/s/ Harry E. Bartel Director
- -------------------
Harry E. Bartel
/s/ R.Earl Cox, III Director
- --------------------
R. Earl Cox, III
/s/ Mitch S. Wynne Director
- ------------------
Mitch S. Wynne
</TABLE>
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
Number Description of Exhibits
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<S> <C>
4.1 Specimen Certificate for shares of Common Stock, $.01 par value, of the Company, incorporated herein by
reference to Exhibit 4.1 to the Company's Amendment No. 3 to Form S-1 (No. 333-31173) filed with the
Commission on August 22, 1997.
4.2 Restated Articles of Incorporation of the Company and Articles of Amendment No. 1 thereto, incorporated herein
by reference to Exhibit 3.1 to the Company's Amendment No. 3 to Form S-1 (No. 333-31173) filed with the
Commission on August 22, 1997.
4.3 Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.2 to the Company's
Amendment No. 3 to Form S-1 (No. 333-31173) filed with the Commission on August 22, 1997.
4.4 Form of Rights Agreement, by and between the Company and U.S. Trust Company of Texas, N.A., dated as of July
30, 1997, incorporated herein by reference to Exhibit 4.2 to the Company's Amendment No. 3 to Form S-1 (No.
333-31173) filed with the Commission on August 22, 1997.
4.5 Amended and Restated 1997 Stock Option Plan of the Company, incorporated herein by reference to Exhibit 10.28
to the Company's Amendment No. 3 to Form S-1 (No. 333-31173) filed with the Commission on August 22, 1997.
4.6 Director Stock Option Plan of the Company, incorporated herein by reference to Exhibit 10.36 to the Company's
Amendment No. 3 to Form S-1 (No. 333-31173) filed with the Commission on August 22, 1997.
4.7 Employee Stock Purchase Plan of the Company, incorporated herein by reference to Exhibit 10.38 to the Company's
Amendment No. 3 to Form S-1 (No. 333-31173) filed with the Commission on August 22, 1997.
5.1* Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
(included in Exhibit 5.1).
24.1* Power of Attorney (included on the signature page hereto).
</TABLE>
* Filed herewith
<PAGE> 1
EXHIBIT 5.1
[AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]
September 24, 1997
INSpire Insurance Solutions, Inc.
300 Burnett Street
Fort Worth, Texas 76102-7761
Gentlemen:
We have acted as counsel to INSpire Insurance Solutions, Inc., a Texas
corporation (the "Company"), in connection with the proposed registration of
2,725,000 shares (the "Shares") of the Company's Common Stock, $.01 par value,
and 2,725,000 Series A Junior Preferred Stock Purchase Rights (the "Rights"),
as described in a registration statement on Form S-8 (the "Registration
Statement") relating to the Common Stock and the Rights to be issued under the
Company's Amended and Restated 1997 Stock Option Plan, 1997 Director Stock
Option Plan and Employee Stock Purchase Plan (jointly, the "Plans") which
Registration Statement is to be filed with the Securities and Exchange
Commission.
We have, as counsel, examined such corporate records, certificates and
other documents and reviewed such questions of law as we have deemed necessary,
relevant or appropriate to enable us to render the opinions listed below. In
rendering such opinions, we have assumed the genuineness of all signatures and
the authenticity of all documents examined by us. As to various questions of
fact material to such opinions, we have relied upon representations of the
Company.
Based upon such examination and representations, we advise you that,
in our opinion:
A. The Shares have been duly and validly authorized by the
Company.
B. The Shares, when issued and delivered in accordance with the
Plans, will be validly issued, fully paid and non-assessable.
<PAGE> 2
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
INSpire Insurance Solutions, Inc.
September __, 1997
Page 2
C. The Rights have been duly and validly authorized by the
Company.
D. The Rights to be issued in connection with the Shares to be
issued and delivered pursuant to the Plans will, when issued, be validly
issued.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference therein to this firm under the
caption "Interests of Named Experts and Counsel."
Sincerely,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
INSpire Insurance Solutions, Inc. (the "Company") on Form S-8 of our report
dated July 18, 1997 (August 20, 1997 as to Note 13) on the Company's
consolidated financial statements appearing in Amendment No. 3 to Registration
Statement No. 333-31173 on Form S-1.
DELOITTE & TOUCHE LLP
Fort Worth, Texas
September 24, 1997
