Registration No. 333-______
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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ACCEL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 31-0788334
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
475 Metro Place North, Dublin, Ohio 43017
(Address of principal executive offices) (Zip Code)
1996 Stock Incentive Plan
(Full title of the plan)
NICHOLAS Z. ALEXANDER
Senior Vice President and Secretary
ACCEL INTERNATIONAL CORPORATION
475 Metro Place North, Suite 100
Dublin, Ohio 43107
(Name and address of agent for service)
(614) 764-7000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
- ---------------- ------------ -------------- -------------- --------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered Registered per share(1) price(1) fee
================ ============= ============== ============== ===================
Common Stock,
$.10 par value 1,000,000 $2.94 $2,940,000 $891
================ ============= ============== ============== ===================
(1) Pursuant to Rule 457(h) under the Securities Act of 1993, such amount
is based upon the average of the high and low prices of the
Registrant's Common Stock as reported by the NASDAQ National Market on
November 25, 1996.
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II-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
There are hereby incorporated by reference in this Registration
Statement the following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act"):
(a) The Registrant's annual report on Form 10-K for the fiscal year
ended December 31, 1995;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a), above; and
(c) The description of the Registrant's Common Stock contained in its
registration statement filed under the Exchange Act (File No. 0-8162), including
any amendment or report filed with the Commission for the purpose of updating
such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement, 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.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "DGCL") and
the Registrant's Bylaws provide for the indemnification of directors and
officers against certain liabilities. Officers and directors of the Registrant
and its subsidiaries are indemnified generally against expenses actually and
reasonably incurred in connection with proceedings, whether civil or criminal,
if such person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Registrant, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe was unlawful. The Registrant is empowered by Section 102(b)(7) of the
DGCL to include a provision in its Restated Certificate of Incorporation that
limits a director's liability to the Registrant or its stockholders for monetary
damages for breaches of his or her fiduciary duty as a director. Article
Fifteenth of the Registrant's Restated Certificate of Incorporation provides
that no director or former director of the Registrant shall be personally liable
to the Registrant or its stockholders for breach of fiduciary duty as a director
except for (i) any breach of the director's duty of loyalty, (ii) acts or
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II-2
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) approving the payment of a dividend, stock repurchase or
redemption which is unlawful under the DGCL, or (iv) any transaction from which
the director derived an improper personal benefit. The Registrant maintains
insurance policies under which directors and officers are insured, within the
limits and subject to the limitations of the policies, against expenses in
connection with the defense of actions, suits or proceedings and certain
liabilities that might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been
directors or officers of the Registrant.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Index to Exhibits at Page II-6.
Item 9. Undertakings
(1) The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made of the securities registered hereby, 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;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change in such
information in this Registration Statement;
Provided, however, that the undertakings set forth in paragraphs (i)
and (ii), above, do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained
in periodic reports filed or furnished to the Commission by the
Registrant pursuant to section 13 or section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(b) 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.
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II-3
(c) 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.
(d) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant
to section 13(a) or 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.
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 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, 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 Houston, State of Texas, on November 18, 1996.
ACCEL INTERNATIONAL CORPORATION
By:/s/Thomas H. Friedberg
Thomas H. Friedberg,
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of ACCEL INTERNATIONAL
CORPORATION, hereby severally constitute and appoint Thomas H. Friedberg,
Nicholas Z. Alexander and Kurt L. Mueller, or any one of them, our true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for us and in our stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and all documents relating thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing necessary or advisable to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
WITNESS our hands and common seal on the dates set forth below.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on the 18th day of November, 1996 by the
following persons in the capacities indicated.
Signature Title
/s/Thomas H. Friedberg Chairman of the Board,
Thomas H. Friedberg President, Chief Executive Officer,
and Director (principal executive
officer)
/s/Cindy H. Moore Senior Vice President and Chief Financial
Cindy H. Moore Officer (principal financial officer)
/s/Kurt L. Mueller Vice President, Controller and Treasurer
Kurt L. Mueller (principal accounting officer)
/s/Robert Betagole Director
Robert Betagole
/s/David T. Chase Director
David T. Chase
/s/Douglas J. Coats Director
Douglas J. Coats
/s/Raymond H. Deck Director
Raymond H. Deck
/s/Robert E. Fowler, III Director
Robert E. Fowler, III
/s/Kermit G. Hicks Director
Kermit G. Hicks
/s/Stephen M. Qua Director
Stephen M. Qua
/s/Milton J. Taylor, Sr. Director
Milton J. Taylor, Sr.
/s/Paul R. Whitters Director
Paul R. Whitters
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II-6
INDEX TO EXHIBITS
The following exhibits are filed as part of the registration statement:
Exhibit No. Description
4.1 Specimen Certificate for Common
Shares (incorporated by reference to
Exhibit 4.1 to the Registrant's
Annual Report on Form 10-K for the
year ended December 31, 1995)
5 Opinion and consent of legal
counsel re legality of
securities
23.1 The consent of legal counsel
is included in Exhibit 5
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Ernst & Young LLP
[Letterhead of Squire, Sanders & Dempsey, L.L.P]
November 26, 1996
ACCEL International Corporation
475 Metro Place South
Dublin, Ohio 43017
Dear Sirs:
We have acted as counsel to ACCEL International Corporation (the
"Corporation") in connection with the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Corporation with the Securities and
Exchange Commission. The Registration Statement relates to the offering of up to
1,000,000 shares of Common Stock, $.10 par value, of the Corporation (the
"Shares") pursuant to its 1996 Stock Incentive Plan (the "Plan").
In connection with the transactions described herein, we have examined
such corporate records and other documents and certificates of public officials
as we have deemed necessary in order for us to render the opinion set forth
below.
Based upon the foregoing, we are of the opinion that the Shares to be
issued under the Plan have been duly authorized, and will be, when issued,
delivered and paid for upon exercise of options granted under the Plan in
accordance with their respective terms, legally issued, fully-paid and
non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Squire Sanders & Dempsey
EXHIBIT 23.2
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
ACCEL International Corporation:
We consent to the use of our report incorporated herein by reference.
Our report dated March 15, 1996 contains an explanatory paragraph that states
that as discussed in Note D to the consolidated financial statements, on March
30, 1994, the Company and its principal lender agreed to waive compliance with
certain loan agreement covenants through January 1, 1995. On February 7, 1995,
the Company and the lender again renegotiated the credit agreement and certain
of the covenants. The amended agreement stated that the loan was payable in full
on June 30, 1997. On December 29, 1995, the Company issued senior notes with a
different lender and retired the aforementioned credit agreement. The most
recent loan agreement requires that during the period the loan is outstanding,
the Company maintain consolidated tangible net worth, as defined. At December
31, 1995, required tangible net worth was $15,000,000 and the Company's
consolidated tangible net worth, as defined, was $19,738,000.
KPMG Peat Marwick LLP
Columbus, Ohio
November 26, 1996
EXHIBIT 23.3
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1996 Stock Incentive Plan of Accel International
Corporation of our report dated March 30, 1994, with respect to the consolidated
financial statements and schedules of Accel International Corporation for the
year ended December 31, 1993 included in its Annual Report (Form 10-K) for the
year ended December 31, 1995, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Columbus, Ohio
November 22, 1996
