<PAGE> 1
As filed with the Securities and Exchange
Commission on February 22, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE MONY GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3976138
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1740 Broadway
New York, New York 10019
(Address of Principal
Executive Offices) (Zip Code)
The MONY Group Inc.
1998 Stock Incentive Plan
(Full Title of the Plan)
John R. McFeely, Esq.
1740 Broadway
New York, New York 10019
(212) 708-2000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of securities to Amount to be offering price per aggregate offering registration
be registered registered share price fee
<S> <C> <C> <C> <C>
Common Stock, par value 2,361,908(1) $29.375(2) $69,381,047(2) $18,317
$0.01 per share. . . .
</TABLE>
- --------
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under The MONY Group Inc. 1998 Stock
Incentive Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration by The MONY Group Inc. (the "Company") which
results in an increase in the number of the outstanding shares of the
Company's Common Stock.
(2) Pursuant to Rule 457(h), these prices are estimated solely for the
purpose of calculating the registration fee and are based upon the
average of the high and low sales prices of the Company's Common Stock
on the New York Stock Exchange on February 15, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (the "Registration Statement") will be sent or given
to participants in the plan listed on the cover of the Registration Statement
(the "Plan") as specified in Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). Such document(s) are not being filed with the
Commission but constitute (along with the documents incorporated by reference
into the Registration Statement pursuant to Item 3 of Part II hereof), a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1998, filed with the Commission on March 30, 1999;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999 (filed with the Commission on May 17, 1999), June 30,
1999 (filed with the Commission on August 16, 1999) and September 30,
1999 (filed with the Commission on November 15, 1999) pursuant to
Section 13(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(c) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1998
(d) Description of the Company's capital stock contained in the Company's
Registration Statement on Form 8-A, File No. 001-14603, filed with the
Commission on November 6, 1998, including any further amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 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 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 (or in any other subsequently
filed document that also is or is deemed to be incorporated by reference herein
or therein) 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. NOT APPLICABLE
ITEM 5. NOT APPLICABLE
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Delaware corporation. Reference is made to
Section 145 of the Delaware General Corporation Law as to indemnification by the
Company of its officers and directors. The general effect of such law is to
empower a corporation to indemnify any of its officers and directors against
certain expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person to be indemnified
in connection with certain actions, suits or proceedings (threatened, pending or
completed) if the person to be indemnified acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The Amended and Restated By-Laws of the Company (the "By-Laws") (which
are incorporated herein by reference as Exhibit 4.4 to this Registration
Statement) provide for indemnification of any person who was or is a director,
officer, employee or agent of the Company or was serving in such capacity at
another entity at the Company's request (each, an "Indemnified Person"), and is
a party to, or is threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether derivative or not. Indemnification
continues
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as to an Indemnified Person who has ceased to be a director, officer, employee
or agent and inures to the benefit of the heirs, executors and administrators of
an Indemnified Person. The By-Laws also authorize indemnification for expenses
(including attorneys' fees), judgements, fines and amounts paid in settlement,
as well as the advancement of expenses to an Indemnified Person. The
indemnification provisions in the By-Laws are non-exclusive and allow the
Company to indemnify by agreement or vote of stockholders or disinterested
directors.
Article Eighth of the Company's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") (which is incorporated by
reference as Exhibit 4.3 to this Registration Statement), provides for the
indemnification of the Company's directors in accordance with the Delaware
General Corporation Law, and includes, as permitted by the Delaware General
Corporation Law, certain limitations on the potential personal liability of
members of the Company's Board of Directors for monetary damages as a result of
actions taken in their capacity as Board members.
The directors and officers of the Company are covered by insurance
policies indemnifying them against certain liability arising under the
Securities Act which might be incurred by them in such capacities.
The Plan provides for the indemnification of each person who was or is
a member of the Human Resources Committee of the Board of Directors or a
director who is a party to, or is threatened to be made a party to, any claim,
action, suit, or proceeding by reason of any action taken or failure to act
under the Plan. The indemnification provisions in the Plan are not exclusive and
are independent of any other rights of indemnification to which such person may
be entitled under the Certificate of Incorporation or the By-Laws, by contract,
as a matter of law, or otherwise.
ITEM 7. NOT APPLICABLE
ITEM 8. EXHIBITS
Exhibit
Number Description
------ -----------
4.1 - The MONY Group Inc. 1998 Stock Incentive Plan
(incorporated by reference to Exhibit 10.24 to the
Company's Registration Statement on Form S-1, File
No. 333-63835).
4.2 - Amended and Restated Certificate of Incorporation of
the Company, dated November 3, 1998 (incorporated by
reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1, File No.
333-63835).
4.3 - Amended and Restated By-Laws of the Company
(incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-1, File
No. 333-63835.
4.4 Amendment to the Amended and Restated By-Laws of the
Company (incorporated by reference to Exhibit 3.3 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1998, File No. 1-14603).
5.1 - Opinion of Dewey Ballantine LLP as to legality of
securities being registered.
23.1 - Consent of PricewaterhouseCoopers LLP.
23.3 - Consent of Dewey Ballantine LLP (included in Exhibit
5.1).
ITEM 9. UNDERTAKINGS
(a) The undersigned Company hereby undertakes:
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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;
(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 this 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 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 this effective Registration Statement;
(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 (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company'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 this 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 Company pursuant to the indemnification provisions summarized in Item 6
or otherwise, the Company 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 Company of expenses
incurred or paid by the director, officer or controlling person of the Company
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 Company 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.
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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 New York, State of New York, on this 15th day of
February, 2000.
THE MONY GROUP INC.
By: /s/ Michael Isor Roth
---------------------------------------------
Name: Michael Isor Roth
Title: Chairman of the Board and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below on February 15, 2000, by the
following persons in the capacities indicated.
Signature Title
--------- -----
/s/ Michael Isor Roth Chairman of the Board, Chief Executive
- --------------------------- Officer and Director (Principal Executive
Michael Isor Roth Officer)
/s/ Richard Daddario Executive Vice President and Chief Financial
- --------------------------- Officer (Principal Financial Officer)
Richard Daddario
/s/ Larry Cohen Vice President and Controller (Principal
- --------------------------- Accounting Officer)
Larry Cohen
/s/ Tom Hans Barrett Director
- ---------------------------
Tom Hans Barrett
/s/ David Lincoln Call Director
- ---------------------------
David Lincoln Call
/s/ Glenn Robert Durham Director
- ---------------------------
Glenn Robert Durham
/s/ James Bernard Farley Director
- ---------------------------
James Bernard Farley
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Signature Title
--------- -----
/s/ Samuel Joseph Foti President, Chief Operating Officer and
- --------------------------- Director
Samuel Joseph Foti
/s/ Robert Holland, Jr. Director
- ---------------------------
Robert Holland, Jr.
/s/ James Lawrence Johnson Director
- ---------------------------
James Lawrence Johnson
/s/ Robert Raymond Kiley Director
- ---------------------------
Robert Raymond Kiley
/s/ Kenneth Marc Levine Executive Vice President, Chief Investment
- --------------------------- Officer and Director
Kenneth Marc Levine
/s/ John Robert Meyer Director
- ---------------------------
John Robert Meyer
/s/ Jane Cahill Pfeiffer Director
- ---------------------------
Jane Cahill Pfeiffer
/s/ Thomas Charles Theobald Director
- ---------------------------
Thomas Charles Theobald
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EXHIBITS
Exhibit Description
Number
4.1 - The MONY Group Inc. 1998 Stock Incentive Plan
(incorporated by reference to Exhibit 10.24 to the
Company's Registration Statement on Form S-1, File
No. 333-63835).
4.2 - Amended and Restated Certificate of Incorporation of
the Company, dated November 3, 1998 (incorporated by
reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1, File No.
333-63835).
4.3 - Amended and Restated By-Laws of the Company
(incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-1, File
No. 333-63835 and Exhibit 3.3 to the Company's Annual
Report on Form 10-K for the year ended December 31,
1998, File No. 1-14603).
4.4 Amendment to the Amended and Restated By-Laws of the
Company (incorporated by reference to Exhibit 3.3 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1998, File No. 1-14603).
5.1 - Opinion of Dewey Ballantine LLP as to legality of
securities being registered.
23.1 - Consent of PricewaterhouseCoopers LLP.
23.3 - Consent of Dewey Ballantine LLP (included in Exhibit
5.1).
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[Letterhead of Dewey Ballantine LLP]
February 22, 2000
The MONY Group Inc.
1740 Broadway
New York, New York 10019
Re: Registration Statement on Form S-8 Filed with the
Securities and Exchange Commission on February 22,
2000
Ladies and Gentlemen:
We are acting as special counsel for The MONY Group Inc., a
Delaware corporation (the "Company") in connection with the registration by the
Company under the Securities Act of 1933, as amended (the "Act"), of 2,361,908
shares of common stock, par value $0.01 per share (the "Shares"), to be offered
pursuant to The MONY Group Inc. 1998 Stock Incentive Plan (the "Plan") under the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Registration Statement").
We are familiar with the proceedings of the Company relating
to the authorization and issuance of the Shares. In addition, we have made such
further examinations of law and fact as we have deemed appropriate in connection
with the opinion hereinafter set forth. We express no opinion as to any law
other than the Delaware General Corporation Law and judicial interpretations
thereof.
Based on the foregoing, we are of the opinion that the Shares
to be offered pursuant to the Plan have been duly authorized and, when issued in
accordance with the resolutions of the Board of Directors of the Company
authorizing such issuance and in accordance with the Plan, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving such consent, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Act, or under the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Dewey Ballantine LLP
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our reports dated February 15, 1999, except for
footnote 18(b) to The MONY Group Inc. consolidated financial statements as to
which the date is March 22, 1999, relating to the financial statements and the
financial statement supplemental schedule, which appear in the MONY Group Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
February 22, 2000
