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As filed with the Securities and Exchange Commission on November 25, 1998
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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UNITED WISCONSIN SERVICES, INC.
(Exact name of Registrant as Specified in its Charter)
WISCONSIN 39-1931212
(State of incorporation) (I.R.S. Employer
Identification No.)
401 WEST MICHIGAN STREET
MILWAUKEE, WISCONSIN 53203-2896
(Address of principal executive offices)
UWSI/BCBSUW 401(k) PLAN
(Full title of the plan)
THOMAS R. HEFTY, PRESIDENT
UNITED WISCONSIN SERVICES, INC.
401 WEST MICHIGAN STREET
MILWAUKEE, WISCONSIN 53203-2896
(414) 226-6900
(Name and address, and telephone number,
including area code, of agent for service)
Copy to:
GEOFFREY R. MORGAN
MICHAEL BEST & FRIEDRICH LLP
100 EAST WISCONSIN AVENUE
SUITE 3300
MILWAUKEE, WISCONSIN 53202
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CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED PROPOSED
SECURITIES MAXIMUM MAXIMUM AMOUNT OF
TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED(1) REGISTERED(2) PER SHARE OFFERING PRICE FEE(3)
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<S> <C> <C> <C> <C>
common stock 509,000 shares $8.625(4) $4,390,125 $1,223
no par value
per share
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the UWSI/BCBSUW 401(k) Plan, as the result of a stock split, stock dividend
or similar adjustment of the outstanding common stock of United Wisconsin
Services, Inc. pursuant to Rule 416(a).
(3) Pursuant to Rule 457(h)(2), no filing fee is required with respect to the
interests in the UWSI/BCBSUW 401(k) Plan registered hereunder.
(4) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h).
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This registration statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act of 1933, as
amended, and 17 C.F.R. Section 230.462.
Total Number of Pages: 5
Exhibit Index on Page: 6
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEMS 1 AND 2. PLAN INFORMATION AND REGISTRANT INFORMATION AND EMPLOYEE
PLAN ANNUAL INFORMATION.
The information required by Part I (Items 1 and 2) will be
included in documents sent or given to participants in the UWSI/BCBSUW 401(k)
Plan. Such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this registration statement or
as prospectuses or prospectus supplements pursuant to Rule 424 in reliance on
Rule 428.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by United Wisconsin Services, Inc.
(the "Company") and the UWSI/BCBSUW 401(k) Plan (the "Plan") with the Commission
are incorporated herein by reference and made a part hereof:
1. The Company's registration statement on Form 10 dated
September 11, 1998.
2. The Plan's annual report on Form 11-K for the year ended
December 31, 1997.
3. The Company's quarterly report on Form 10-Q for the period ended
September 30, 1998.
All documents filed by the Company and the Plan, respectively,
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such documents.
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 Company is incorporated under the Wisconsin Business
Corporation Law ("WBCL"). Under Section 180.0851(1) of the WBCL, the Company is
required to indemnify a director or officer, to the extent such person is
successful on the merits or otherwise in the defense of a proceeding, for all
reasonable expenses incurred in the proceeding if such person was a party
because he or she was a director or officer of the Company. In all other cases,
the Company is required by Section 180.0851(2) to indemnify a director or
officer against liability incurred in a proceeding to which such a person was a
party because he or she was a director or officer of the Company, unless it is
determined that he or she breached or failed to perform a duty owed to the
Company and the breach or failure to perform constitutes: (i) a willful failure
to deal fairly with the Company or its shareholders in connection with a matter
in which the director or officer has a material conflict of interest; (ii) a
violation of criminal law, unless the director or officer had reasonable cause
to believe his or her conduct was lawful or no reasonable cause to believe his
or her conduct was unlawful; (iii) a transaction from which the director or
officer derived an improper personal profit; or (iv) willful misconduct.
Section 180.0858(1) provides that, subject to certain limitations, the mandatory
indemnification provisions do not preclude any additional right to
indemnification or
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allowance of expenses that a director or officer may have under the Company's
articles of incorporation, bylaws, a written agreement or a resolution of the
Board of Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public
policy of the State of Wisconsin to require or permit indemnification, allowance
of expenses and insurance to the extent required to be permitted under Sections
180.0850 to 180.0858 of the WBCL, for any liability incurred in connection with
a proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain
exceptions, a director is not liable to a corporation, its shareholders, or any
person asserting rights on behalf of the corporation or its shareholders, for
damages, settlements, fees, fines, penalties or other monetary liabilities
arising from a breach of, or failure to perform, any duty resulting solely from
his or her status as a director, unless the person asserting liability proves
that the breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.
Section 180.0833 of the WBCL provides that with certain
exceptions, directors of the Company against whom claims are asserted with
respect to the declaration of improper dividends or distributions to
shareholders or certain other improper acts which they approved are entitled to
contribution from other directors who approved such actions and from
shareholders who knowingly accepted an improper dividend or distribution, as
provided therein.
Under Article VII of the Company's Bylaws, directors and officers
are indemnified against liability, in both derivative and nonderivative suits,
which they may incur in their capacities as such, subject to certain
determinations by the Board of Directors, independent legal counsel or the
shareholders that the applicable standards of conduct have been met. The scope
of such indemnification is substantially the same as permitted and described in
Sections 180.0850 to 180.0858 of the WBCL.
The directors and officers of the Company and its subsidiaries
are included in the directors' and officers' liability insurance policy
applicable to the Company's 38% shareholder, Blue Cross & Blue Shield United of
Wisconsin ("BCBSUW"). The Company has not obtained substitute directors' and
officers' liability coverage; the officers and directors of the Company and its
subsidiaries will continue to be included in BCBSUW's policy. BCBSUW's
insurance policy provides that, subject to the applicable liability limits and
retention amounts, the insurer will reimburse directors and officers of the
Company for a "loss" (as defined in the policy) sustained by a director or
officer resulting from any "claim" (as defined in the policy) made against them
for a "wrongful act" (as defined in the policy), except for such a loss against
which the Company indemnifies (or is required or permitted to indemnity) the
director or officer. The policy also provides that, subject to the applicable
liability limits and retention amounts, the insurer will reimburse the Company
for a loss for which the Company has lawfully indemnified (or is required or
permitted by law to indemnify) a director or officer resulting from any such
claim. Subject to certain exclusions set forth in the policy, "wrongful act" is
defined in the policy to mean any negligent act, error, omission, misstatement,
misleading statement, or breach of duty by the Company's directors or officers
in the discharge of their duties solely in their capacities as such directors or
officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this registration statement are listed in the
Exhibit Index on page 5 of this registration statement, which Exhibit Index is
incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes as follows:
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(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) 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; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) 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 15(d) of the Securities
Exchange Act of 1934, that are incorporated by reference 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 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 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.
(5) 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.
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SIGNATURES
THE REGISTRANT. 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 caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Milwaukee, State of Wisconsin on November 23,
1998.
UNITED WISCONSIN SERVICES, INC.
By: /s/ Thomas R. Hefty
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Thomas R. Hefty, Chairman, President
and Chief Executive Officer
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 AND ON THE DATE INDICATED.
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SIGNATURE TITLE DATE
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/s/ Thomas R. Hefty Chairman, President, November 23, 1998
- ------------------------- Chief Executive Officer and
Thomas R. Hefty Director (Principal Executive Officer)
/s/ C. Edward Mordy Vice President and (Principal November 23, 1998
- ------------------------- Financial and Accounting Officer)
C. Edward Mordy
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THE PLAN. Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees (or other persons who administer the employee benefit
plan) have duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Milwaukee, State
of Wisconsin on November 23, 1998.
UWSI/BCBSUW 401(k) PLAN
By: Blue Cross & Blue Shield United of Wisconsin
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Its: Administrator
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EXHIBIT INDEX
Exhibit No. DESCRIPTION OF DOCUMENT
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Exhibit 4 UWSI/BCBSUW 401(k) Plan (1)
Exhibit 5 Opinion of Michael Best & Friedrich, LLP
Exhibit 15 Consent of Ernst & Young, LLP
Exhibit 23.1 Consent of Ernst & Young, LLP (included in Exhibit 15)
Exhibit 23.2 Consent of Michael Best & Friedrich, LLP (included in
Exhibit 5)
Exhibit 24 None
Exhibit 99 None
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(1) Incorporated by reference to exhibits to Registrant's Registration
Statement on Form 10 declared effective September 11, 1998
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EXHIBIT 5
Michael Best & Friedrich
Geoffrey R. Morgan
(414) 225-2752
November 23, 1998
United Wisconsin Services, Inc.
401 West Michigan Street
Milwaukee, WI 53203
Gentlemen:
We have served as your counsel in connection with the filing by you of
a Registration Statement on Form S-8 with the Securities and Exchange
Commission pursuant to the provisions of the Securities Exchange Act of 1933,
as amended (the "Act"), covering the registration of up to 509,000 Shares
(the "Shares"). As your counsel, we have reviewed the corporate proceedings
("Corporate Proceedings") taken and to be taken to authorize the issuance and
sale of the Shares by the Company.
We have examined and are familiar with the Articles of Incorporation of
the Company and its By-laws. We also have examined the form of certificates
representing the Shares and such other documents, records and certificates of
the Company as we consider necessary for the purposes of this opinion. Based
upon such examination and consideration, it is our opinion that:
1. The Company is validly organized and existing under the laws of
the State of Wisconsin and has the corporate power to carry on its
present business and is duly qualified to own its properties and
conduct its business in those states where such authorization is
presently required, except where the failure to do so qualify does
not have a material adverse effect on the Company;
2. Upon completion of the Corporate Proceedings, the Shares, when
executed, manually or in facsimile, by the proper officers of the
Company and upon receipt of consideration therefor in accordance
with the Corporate Proceedings, will be validly issued, fully paid
and non-assessable subject to Section 180.0622 (2)(b) of the
Wisconsin Business Corporation Law.
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We hereby consent to the use of our name under the heading "Legal
Matters" in the Prospectus constituting part of the Registration Statement.
Sincerely,
MICHAEL BEST & FRIEDRICH LLP
/s/ Geoffrey R. Morgan
Geoffrey R. Morgan
GRM/djb
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EXHIBIT 15
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference, in the registration statement
(Form S-8) pertaining to the UWSI/BCBSUW 401(k) Plan, of our reports (a) dated
May 29, 1998, with respect to the combined financial statements of Newco/UWS,
Inc. included in the Company's Form 10, effective September 11, 1998, and (b)
dated June 22, 1998, with respect to the financial statements and schedules of
the UWSI/BCBSUW 401(k) Plan included in the Plan's annual report (Form 11-K),
both for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
Milwaukee, Wisconsin ERNST & YOUNG, LLP
November 23, 1998
