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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
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> <C>
TEXAS 7373 75-2595937
(State or other jurisdiction of (Primary Standard industrial (I.R.S. Employer
incorporation or organization) classification code number) Identification No.)
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300 BURNETT STREET
FORT WORTH, TEXAS 76102-2799
Telephone: (817) 348-3999
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
F. GEORGE DUNHAM, III
300 BURNETT STREET
FORT WORTH, TEXAS 76102-2799
Telephone: (817) 348-3999
(Name, address, including zip code, and
telephone number, including area code, of
agent for service)
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Copies to:
TERRY M. SCHPOK. P.C. FRED W. FULTON
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. THOMPSON & KNIGHT, A
1700 PACIFIC AVENUE, SUITE 4100 PROFESSIONAL CORPORATION
DALLAS, TEXAS 75201-4675 1700 PACIFIC AVENUE, SUITE 3300
(214) 969-2800 DALLAS, TEXAS 75201-4693
(214) 969-1700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] File No. 333-47413
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of each class Amount
of securities to be to be Offering price per Aggregate offering Amount of
registered registered (1) share (2) price (2) registration fee
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Common Stock, $.01
par value 345,000 Shares $ 31.50 $ 10,867,500 $ 3,206
Series A Junior
Preferred Stock 345,000 Rights $ -- $ -- $ --
Purchase Rights (3)
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(1) Includes 45,000 shares of Common Stock and Preferred Stock Purchase Rights
subject to the Underwriters' over-allotment option.
(2) Based upon the actual offering price before underwriting discounts and
commissions.
(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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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction V of Form S-1, both promulgated under the Securities Act of
1933, as amended. The contents of Registration Statement No. 333-47413 (the
"Prior Registration Statement"), declared effective by the Commission on March
26, 1998, including any prospectuses filed pursuant thereto, are hereby
incorporated herein by reference. This Registration Statement is being filed
solely to increase the number of shares of common stock of INSpire Insurance
Solutions, Inc. (the "Common Stock") to be offered in the public offering of
Common Stock contemplated by the Prior Registration Statement by 300,000 shares
plus up to 45,000 shares that may be sold pursuant to the Underwriters'
over-allotment option.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth,
State of Texas on March 26, 1998.
INSPIRE INSURANCE
SOLUTIONS, INC.
By: /s/ F. GEORGE DUNHAM, III
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F. George Dunham, III
President
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 March 26, 1998.
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SIGNATURE TITLE
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<S> <C>
/s/ F. GEORGE DUNHAM, III
- -------------------------------------------- President, Chief Executive
F. George Dunham, III Officer (principal executive
officer), and Director
/s/ TERRY G. GAINES
- -------------------------------------------- Executive Vice President,
Terry G. Gaines Chief Financial Officer and
Treasurer (principal financial
officer and principal
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
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EXHIBITS
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Exhibit No. Description
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<S> <C>
5 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1 Consent of Deloitte & Touche LLP regarding INSpire
report.
23.2 Consent of Deloitte & Touche LLP regarding SDS
report.
23.3 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
(included in its opinion filed as Exhibit 5 hereto).
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EXHIBIT 5
[AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]
WRITER'S DIRECT DIAL NUMBER (214) 969 - 2800
March 27, 1998
INSpire Insurance Solutions, Inc.
300 Burnett Street
Fort Worth, Texas 76102-2799
Ladies/Gentlemen:
We have acted as counsel to INSpire Insurance Solutions, Inc., a Texas
corporation (the "Company"), in connection with the proposed public offering of
up to 345,000 shares of the Company's Common Stock, par value of $.01 per share
(the "Common Stock") and up to 345,000 Class A Junior Preferred Stock Purchase
Rights (the "Rights"), as described in the Company's Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on March 27, 1998
(the "Registration Statement").
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 of Common Stock that are to be sold and delivered by F.
George Dunham, III ("Dunham"), Ronald O. Lynn ("Lynn"), Jeffrey W. Robinson
("Robinson") and The Millers Mutual Fire Insurance Company ("Millers Mutual")
(Dunham, Lynn and Robinson, collectively the "Individual Selling Shareholders";
the Individual Selling Shareholders and Millers Mutual, collectively the
"Selling Shareholders") as contemplated by the Underwriting Agreement (the
"Underwriting Agreement"), the form of which is filed as Exhibit 1.1 to the
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission on March 6, 1998, Registration No. 333-47413 (the "Prior Registration
Statement"), have been duly and validly authorized by the Company.
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AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
INSpire Insurance Solutions, Inc.
March 27, 1998
Page 2
B. The shares of Common Stock that are to be sold and delivered by the
Individual Selling Shareholders as contemplated by the Underwriting Agreement
will, when issued and delivered in accordance with the terms of the
Underwriting Agreement, be validly issued, fully paid and non-assessable.
C. The shares of Common Stock that are currently held by Millers Mutual
and which are to be sold and delivered by Millers Mutual as contemplated by the
Underwriting Agreement, have been validly issued and are fully paid and
non-assessable.
D. The Rights have been duly and validly authorized by the Company.
E. The Rights to be issued in connection with the Common Stock to be
sold and delivered by the Individual Selling Shareholders as contemplated by
the Underwriting Agreement will, when issued, be validly issued, fully paid and
non-assessable.
F. The Rights that are currently held by Millers Mutual and which are to
be delivered by Millers Mutual in connection with the Common Stock to be sold
and delivered by Millers Mutual as contemplated by the Underwriting Agreement,
have been validly issued and are fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement and to the reference to this firm under the caption "Legal Matters"
in the Prospectus contained therein.
Sincerely,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
Akin, Gump, Strauss Hauer & Feld, L.L.P.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
INSpire Insurance Solutions, Inc. (formerly Millers Integrated Claims Resources,
Inc. and MiliRisk, Inc.) (the "Company") on Form S-1 of our report dated January
19, 1998, on the financial statements of INSpire Insurance Solutions, Inc.,
appearing in Registration Statement No. 333-47413 on Form S-1 of the Company
dated March 6, 1998, and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Fort Worth, Texas
March 27, 1998
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23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of INSpire Insurance Solutions, Inc. (formerly Millers Integrated
Claims Resources, Inc. and MiliRisk, Inc.) (the "Company") on Form S-1 of our
report dated July 18, 1997, on the consolidated financial statements of
Strategic Data Systems, Inc. and subsidiary, appearing in Registration Statement
No. 333-47413 on Form S-1 of the Company dated March 6, 1998, and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
DELOITTE & TOUCHE LLP
Fort Worth, Texas
March 27, 1998
