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Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FOREMOST CORPORATION OF AMERICA
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 38-1863522
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
5600 BEACH TREE LANE, CALEDONIA, MICHIGAN 49316
(Address of Principal Executive Offices) (Zip Code)
Mailing Address: P.O. BOX 2450, GRAND RAPIDS, MICHIGAN, 49501
FOREMOST CORPORATION OF AMERICA
RESTRICTED STOCK PLAN
(Full Title of the Plan)
PAUL D. YARED Copies to: STEPHEN C. WATERBURY
SENIOR VICE PRESIDENT AND SECRETARY WARNER NORCROSS & JUDD LLP
FOREMOST CORPORATION OF AMERICA 900 OLD KENT BUILDING
P.O. BOX 2450 111 LYON STREET, N.W.
GRAND RAPIDS, MICHIGAN 49501 GRAND RAPIDS, MICHIGAN 49503-2487
(Name and Address of Agent for Service)
(616) 942-3000
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE<F1><F2> OFFERING PRICE<F1><F2> REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, 90,957 shares <F3><F4> $22.90625 $2,083,484 $614.63
$1.00 par value
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<FN>
<F1> Estimated solely for the purpose of calculating the registration fee.
<F2> On February 23, 1998, the average of the high and low prices of the
Common Stock of Foremost Corporation of America was $22.90625 per
share. The registration fee is computed in accordance with Rule
457(h) and (c).
<F3> Plus an indeterminate number of additional shares as may be required
to be issued in the event of an adjustment as a result of an increase
in the number of issued shares of Common Stock resulting from a
subdivision of such shares, the payment of stock dividends or certain
other capital adjustments.
<F4> This number is the result of a three-for-one stock split of Foremost
Corporation of America's Common Stock distributed on January 20,
1998.
</FN>
</TABLE>
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Foremost Corporation of America
("Foremost" or the "Registrant") with the Securities and Exchange
Commission are incorporated in this registration statement by reference:
(a) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the Registrant's latest fiscal
year covered by the financial statements included in the Annual
Report referred to in (a) above.
(c) The registration statement on Form 8-A for the
Registrant's Common Stock, containing a description of such
stock, filed with the Commission on April 3, 1996.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities remaining unsold from the
date of filing of such documents shall be deemed to be incorporated by
reference in this registration statement and to be a part of this
registration statement from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Section
12 of the Exchange Act. A description of such securities has been
incorporated by reference in Item 3(c) above.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation generally
require the Company to indemnify its directors and officers to the fullest
extent permissible under Delaware law against all expenses (including
amounts paid in settlement) incurred in any proceeding (whether or not such
proceeding was by or in the right of the Company) in which they were a
party because of their position as a director or officer of the Company or
because they served at the request of the Company as a director, officer,
employee or agent of another corporation or entity. The provision also
provides for the advancement of litigation expenses at the request of a
director or officer under certain circumstances. The Company is not
required to indemnify a director or officer for expenses in any proceeding
in which a court determines that the director or officer received unlawful
remuneration or personal profit or committed intentional acts of dishonesty
or in any proceeding for an accounting of profits made from short swing
trading of the Company's securities. However, directors and officers are
entitled to bring suit against the Company for failure to make a requested
indemnification and the Company has the burden of proof to show such
indemnification to be improper.
Delaware law generally permits indemnification of expenses
incurred in the defense or settlement of a derivative or third-party
action, provided that there is a determination by a majority vote of
disinterested directors (even though less than a quorum) or, if there are
no such directors, or if such directors so direct, by independent legal
counsel in a written opinion or by the stockholders, that the person
seeking indemnification acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to a criminal proceeding, which the person
had no reasonable cause to believe the person's conduct was unlawful.
Without court approval, however, no indemnification may be made in respect
of any derivative action in which the person is adjudged liable to the
corporation. Delaware law requires indemnification of expenses when the
individual being indemnified has successfully defended the action on the
merits or otherwise.
All of the above provisions could affect the liability of
Foremost's directors and officers in their capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
The following exhibits have been filed or incorporated by
reference as part of this registration statement:
EXHIBIT
NUMBER DOCUMENT
3.1 Restated Certificate of Incorporation as amended. Previously
filed as an exhibit to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1985, and incorporated
herein by reference.
3.2 Certificate of Amendment of Restated Certificate of Incorpora-
tion dated May 6, 1987. Previously filed as an exhibit to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1987, and incorporated herein by reference.
3.3 Certificate of Amendment of Restated Certificate of
Incorporation dated May 6, 1988. Previously filed as an
exhibit to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1988, and incorporated herein by
reference.
3.4 Bylaws. Previously filed as Exhibit 3(d) to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1988, and incorporated herein by reference.
4.1 Restated Certificate of Incorporation. See Exhibits 3.1, 3.2
and 3.3 above.
4.2 Bylaws. See Exhibit 3.4 above.
4.3 Specimen Certificate of Common Stock of Registrant.
4.4 Rights Agreement. Previously filed as Exhibit 2.1 of the
Company's Registration Statement on Form 8-A, effective January
8, 1990, and incorporated herein by reference.
5 Opinion of Legal Counsel.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Legal Counsel. Included in Exhibit 5 above.
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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 to:
(i) include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) 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 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 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) include any material information on the plan
of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(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
section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for 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
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securities at that time to be the initial BONA FIDE offering
thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities that remain unsold
at the termination of the offering.
(b) The 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 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 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.
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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 Township of Caledonia and the State of
Michigan, on this 23rd day of February, 1998.
FOREMOST CORPORATION OF AMERICA
By /S/ R. L. ANTONINI
R. L. Antonini
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Form S-8 Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE DATE
/S/ JOHN C. CANEPA Director February 23, 1998
John C. Canepa
/S/ MICHAEL DE HAVENON Director February 23, 1998
Michael de Havenon
/S/ ARTHUR E. HALL Director February 23, 1998
Arthur E. Hall
/S/ RICHARD A. KAYNE Director February 23, 1998
Richard A. Kayne
/S/ LARRY J. ORANGE Director February 23, 1998
Larry J. Orange
/S/ JOSEPH A. PARINI Director February 23, 1998
Joseph A. Parini
/S/ ROBERT M. RAIVES Director February 23, 1998
Robert M. Raives
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SIGNATURE TITLE DATE
/S/ MICHAEL B. TARGOFF Director February 23, 1998
Michael B. Targoff
/S/ F. ROBERT WOUDSTRA Director, Executive Vice
F. Robert Woudstra President and Treasurer February 23, 1998
(Principal Accounting
and Financial Officer)
/S/ R. L. ANTONINI Director, President and February 23, 1998
R. L. Antonini Chief Executive Officer
(Principal Executive
Officer)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DOCUMENT
3.1 Restated Certificate of Incorporation as amended. Previously
filed as an exhibit to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1985, and incorporated
herein by reference.
3.2 Certificate of Amendment of Restated Certificate of
Incorporation dated May 6, 1987. Previously filed as an
exhibit to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1987, and incorporated herein by
reference.
3.3 Certificate of Amendment of Restated Certificate of
Incorporation dated May 6, 1988. Previously filed as an
exhibit to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1988, and incorporated herein by
reference.
3.4 Bylaws. Previously filed as Exhibit 3(d) to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1988, and incorporated herein by reference.
4.1 Restated Certificate of Incorporation. See Exhibits 3.1, 3.2
and 3.3 above.
4.2 Bylaws. See Exhibit 3.4 above.
4.3 Specimen Certificate of Common Stock of Registrant.
4.4 Rights Agreement. Previously filed as Exhibit 2.1 of the
Company's Registration Statement on Form 8-A, effective January
8, 1990, and incorporated herein by reference.
5 Opinion of Legal Counsel.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Legal Counsel. Included in Exhibit 5 above.
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EXHIBIT 5
[FOREMOST CORPORATION OF AMERICA LETTERHEAD]
February 25, 1998
Foremost Corporation of America
P.O. Box 2450
Grand Rapids, Michigan 49501
Re: REGISTRATION STATEMENT OF FORM S-8
90,957 SHARES OF COMMON STOCK
Gentlemen:
As Senior Vice President, Secretary and General Counsel of Foremost
Corporation of America, a Delaware corporation (the "Company"), I have
acted as counsel to the Company in connection with the Company's
Registration Statement of Form S-8 (the "Registration Statement") filed
with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to the registration of 90,957 shares (the
"Shares") of Common Stock, par value $1 per share, of the Company in
connection with the Foremost Corporation of America Restricted Stock Plan
(the "Plan").
In such capacity I have examined the Company's Certificate of Incorporation
and By-Laws and such other corporate records of the Company, documents and
certificates of public officials and others as I have deemed necessary as a
basis for the opinion hereinafter expressed.
Based upon the foregoing and having regard for such legal considerations as
I deem relevant, I am of the opinion that the Shares have been duly
authorized and are validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption
"Legal Opinions" therein.
Very truly yours,
/s/ Paul D. Yared
Paul D. Yared
Senior Vice President, Secretary
and General Counsel
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EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
Foremost Corporation of America
Grand Rapids, Michigan
We consent to the incorporation by reference in this Registration State-
ment of Foremost Corporation of America on Form S-8 of our reports dated
February 14, 1997, except for Note 12 which is as of March 26, 1997,
relating to the consolidated financial statements and schedules of Foremost
Corporation of America appearing in the Company's Annual Report on Form
10-K for the year ended December 31, 1996.
/s/ BDO Seidman, LLP
Grand Rapids, Michigan
February 25, 1998
