FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COMMERCE GROUP CORP.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1942961
(State or other jurisdiction of (I.R.S. Employer Identifi-
incorporation or organization) cation Number)
6001 North 91st Street, Milwaukee, Wisconsin 52225-1795
(Address of Principal Executive Offices) (Zip Code)
2000 Advisor Compensation Plan
(Full Title of the plan)
Edward L. Machulak
6001 North 91st Street, Milwaukee, Wisconsin 52225-1795
(Name and address of agent for service)
(414) 462-5310
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of Proposed
securities Proposed maximum
to be Amount to be maximum offering aggregate offering Amount of
registered registered price per share price registration fee
<S> <C> <C> <C> <C> <C> <C>
Common Stock(1) 1,000,000 $.421875 $421,875 $100.00(2) (3)
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(1) Includes reoffers.
(2) Estimated solely for purposes of determining the registration fee.
(3) The registration fee is based upon the average of the bid and ask price
of the Common Stock on January 21, 2000, as reported on the Electronic Bulletin
Board. See Rule 457(c). Minimum fee is $100.00.
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PROSPECTUS
COMMERCE GROUP CORP.
Up to 1,000,000 Shares of Common Stock
Offered or Reoffered by Means of this Prospectus
Selling shareholders will offer their shares through the Electronic
Bulletin Board, or through NASDAQ or a national securities exchange if the
common stock is then listed on NASDAQ or an exchange. Selling shareholders, if
control persons, are required to sell their shares in accordance with the volume
limitations of Rule 144 under the Securities Act of 1933, which restricts sales
in any three-month period to the greater of 1% of the total outstanding common
stock or the average weekly trading volume of the Company's common stock during
the four calendar weeks immediately preceding such sale.
The distribution of the Shares by the selling shareholders may be
effected from time to time by underwriters who may be selected by the selling
stockholders and one or more other broker-dealers in one or more transactions.
It is expected that persons effecting transactions will be paid the normal and
customary commissions for market transactions.
AVAILABLE INFORMATION
Commerce Group Corp. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Copies of the Company's
annual report on Form 10-K for the year ended March 31, 1999, and its quarterly
reports on Form 10-Q for the quarters ended June 30, 1999 and September 30,
1999, together with all subsequently filed reports and other information filed
by the Company with the Commission, can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at its Regional Offices located at 7
World Trade Center, New York, New York 10048, and at Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained at prescribed rates from the Public Reference Section
of the Commission, Washington, D.C. 20549, during regular business hours, or
from the Commission web site at http://www.sec.gov.
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SELLING STOCKHOLDERS
Information with respect to selling shareholders shall be supplemented at
such time as the identity as shareholders selling "control" or "restricted"
securities become known.
The shares described above have been issued under the Advisor
Compensation Plan. The services rendered under the Advisor Compensation Plan
were not in connection with the offer or sale of securities in a capital raising
transaction.
INFORMATION WITH RESPECT TO THE COMPANY
This Prospectus is accompanied by the Company's Annual Report on Form
10-K for the year ended March 31, 1999 and the Company's Quarterly Reports on
Form 10-Q for the quarters ended June 30, 1999 and September 30, 1999, or the
latest Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q or Current
Reports on Form 8-K filed subsequent thereto. These Annual and Quarterly Reports
as well as all other reports filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 are hereby
incorporated by reference in this Prospectus and may be obtained, without
charge, upon the oral or written request of any person to the Company at 6001
North 91st Street, Milwaukee, Wisconsin 52225-1795, telephone (414) 462- 5310.
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PART II
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents by reference in the
registration statement:
(a) The Company's Annual Report on Form 10-K filed for the year
ended March 31, 1999, and the Company's Quarterly Reports on
Form 10-Q for the quarters ended June 30, 1999 and September
30, 1999.
All other documents filed in the future by Registrant after the date of
this Registration Statement, under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of the filing of such documents
but prior to the filing of a post-effective amendment to this Registration
Statement which deregisters the securities covered hereunder which remain
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.
Item 4. Description of Securities
A description of the Registrant's Securities is incorporated by
reference to its Registration Statement on
Form 10, File No. 1-7375.
Item 5. Interests of Named Experts and Counsel
Mr. Jehu Hand, an officer and shareholder of Hand & Hand, a law
corporation, may receive shares issued hereunder. This firm will render a legal
opinion on the shares offered hereby.
Item 6. Indemnification of Officers and Directors
The Wisconsin General Corporation Law provides for indemnification of
directors and officers against certain liabilities. Officers and directors of
the Company are indemnified generally against expenses actually and reasonably
incurred in connection with proceedings, whether civil or criminal, provided
that it is determined that they acted in good faith, were not found guilty, and,
in any criminal matter, had reasonable cause to believe that their conduct was
not unlawful.
Item 7. Exemption from Registration Claimed
The Company expects to issue shares for advisory services rendered to a
limited number of persons. These sales will be made in reliance of the exemption
from the registration requirements of the Securities Act of 1933, as amended,
contained in Section 4(2) thereof covering transactions not involving any public
offering or not involving any "offer" or "sale."
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Item 8. Exhibits
4. Instruments defining the rights of security holders.
4(1) Board Resolutions describing the 2000 Advisor Compensation Plan.
5. Opinion of Hand & Hand, consent included.
23.1 Consent of Hand & Hand (included in the firm's opinion filed as Exhibit 5.
23.2 Consent of Accountant.
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 of 1933;
(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;
(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, including (but not limited
to) any addition or election of a managing
underwriter.
(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 offered 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 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.
(c) 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 in the successful defense of any action, suit or
proceeding) is asserted by such
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director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel that 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
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Milwaukee,
Wisconsin, on January 24, 2000.
COMMERCE GROUP CORP.
By: /s/ Edward L. Machulak
Edward L. Machulak
Chairman of the Board of Directors,
Member of Executive Committee,
Director-Emeritus, President,
Treasurer, Chief Executive,
Operating and Financial Officer
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed below by the following persons in the
capacities indicated on January 24, 2000.
/s/ Edward L. Machulak Chairman of the Board of Directors,
Member of Executive and Audit
Edward L. Machulak Committee, Director-Emeritus,
President, Treasurer, Chief Executive,
Operating and Financial Officer
(Principal Executive, Financial and
Accounting Officer)
/s/ Edward A. Machulak Director, Member of Executive
Committee, Executive Vice President
Edward A. Machulak and Secretary
/s/ Clayton H. Tebo Director, Member of the Audit Committee
Clayton H. Tebo
/s/ Sidney Sodos Director, Member of the Audit Committee
Sidney Sodos
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I, Christine M. Wolski, Assistant Secretary of Commerce Group Corp., DO
HEREBY CERTIFY that the following is a complete, true and correct copy of a
certain part of a resolution of the Directors of Commerce Group Corp., a
Corporation duly organized and existing under the laws of the State of
Wisconsin, which resolution was duly adopted by the Board of Directors at
Commerce Group Corp.'s Quarterly Board of Directors' Meeting held on November 8,
1999, a quorum being present, and that said resolution is now in full force and
effect:
RESOLVED, that the Officers of the Corporation are authorized
to retain the Law Firm of Hand & Hand of Dana Point, California, to
prepare and file a S.E.C. Form S-8 Registration Statement which will
permit the Corporation to issue one million of its common shares, $.10
par value, to employees, advisors, consultants, and for employee
benefits pursuant to the U.S., Securities and Exchange Commission
Regulation pertaining to the Form S-8 Registration, and specifically
not to be issued in connection with any capital raising transactions or
for any financial public relations compensation; and
BE IT FURTHER RESOLVED, that the Officers of the Corporation
are authorized and empowered to perform any act whatsoever that they
deem is necessary to make this S.E.C. Form S-8 Registration effective;
and
BE IT FURTHER RESOLVED, that the Officers be and they hereby
are authorized to issue the shares registered under the S.E.C. Form S-8
as permitted; and
BE IT FURTHER RESOLVED, that the Directors, authorize Nevada
Agency and Trust Co., of Reno, Nevada, the Corporation's transfer
agent, to issue these common shares registered under S.E.C. Form S-8 as
directed from time to time by any Officer of the Corporation without
any legend or restriction whatsoever.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of said Corporation this 21st day of January, 2000.
(SEAL)
Christine M. Wolski
Assistant Secretary
January 24, 2000
Commerce Group Corp.
6001 North 91st Street
Milwaukee, Wisconsin 52225
Re: Registration Statement on Form S-8 (the
"Registration Statement")
Ladies and Gentlemen:
You have requested our opinion as to the legality of
the issuance by you
(the "Corporation") of 1,000,000 shares of common stock, $.10 par value per
share ("Shares"), issuable pursuant to the Corporation's 2000 Advisor
Compensation Plan (the "Plan").
In giving this opinion, we have reviewed and
examined:
1. The Certificate of Incorporation of the
Corporation;
2. The Bylaws of the Corporation;
3. Certain resolutions of the Board of
Directors of the Corporation;
4. The Registration Statement;
5. The Plan; and
6. Such other matters as we have deemed
relevant in order to form our
opinion.
In giving our opinion, we have assumed without
investigation the
authenticity of any document or instrument submitted us as an original, the
conformity to the original of any document or instrument submitted to us as a
copy, and the genuineness of all signatures on such originals or copies.
Based upon the foregoing, we are of the opinion that
the Shares to be
offered pursuant to the Registration Statement, if sold as described in the
Registration Statement, and if the options are exercised in accordance with
their terms and the terms of the relevant plan, will be legally issued, fully
paid and nonassessable.
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Commerce Group Corp.
January 24, 2000
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No opinion is expressed herein as to the application
of state securities or
Blue Sky laws.
This opinion is furnished by us as counsel to you an
is solely for your
benefit. Neither this opinion nor copies hereof may be relied upon by, delivered
to, or quoted in whole or in part to any governmental agency or other person
without our prior written consent.
Notwithstanding the above, we consent to the
reference to our firm name
under the caption LEGAL OPINION in the Prospectus filed as a part of the
Registration Statement and the use of our opinion in the Registration Statement.
In giving these consents, we do not admit that we come within the category of
persons whose consent is required under Section 7 of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
HAND & HAND
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INDEPENDENT AUDITOR'S CONSENT
I consent to the incorporation by reference in this Form S-8 Registration
Statement of Commerce Group Corp., of my report dated May 10, 1999, relating to
the financial statements of Commerce Group Corp. for the years ended March 31,
1999 and 1998.
Bruce Michael Redlin
Certified Public Accountant
Milwaukee, Wisconsin
January 21, 2000
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