AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
November 4, 1996
[Draft of 10/22/96]
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE SEIBELS BRUCE GROUP, INC.
(Exact name of registrant as specified in its charter)
South Carolina 57-0672136
(State or other jurisdiction of (IRS employer identification number)
incorporation or organization)
1501 Lady Street (PO Box 1)
Columbia, SC 29201 (29202)
(803) 748-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
THE SEIBELS BRUCE GROUP, INC.
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS
(Full title of the plan)
Priscilla Brooks, Corporate Secretary
The Seibels Bruce Group, Inc.
1501 Lady Street (PO Box 1)
Columbia, SC 29201 (29202)
(803) 748-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
John C. West, Jr., Esq. Robert S. Smith, Esq.
Bethea, Jordan & Griffin, PA McGuire, Woods, Battle & Boothe, LLP
PO Box 661 The Army and Navy Club Building
1111 Broad Street 1627 Eye Street, NW
Camden, SC 29020 Washington, DC 20006-4007
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. x
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. x
CALCULATION OF REGISTRATION FEE
Title of
each class
of securities Amount Proposed maximum Proposed Amount of
to be to be offering price maximum aggregate registration
registered registered per unit(1) offering price(1) fee
- ------------- ----------- ---------------- ----------------- -------------
Common Stock, 1,000,000 $2.375 $2,375,000 $719.70
$1.00 par value
(1)Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457.
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the Secur-
ities Act of 1933 or until the registration statement shall become effective on
such date as the Commission acting pursuant to said Section 8(a), may determine.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Seibels Bruce Group, Inc. (the Company) hereby incorporates by
reference into this Registration Statement the following documents which have
been
filed with the Securities and Exchange Commission (the Commission):
(a) the Company's Amended Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 filed with the Commission on April 25, 1996 (File
No. 0-8804);
(b) all other reports filed with the Commission pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange
Act), since December 31, 1995, including the Company's Quarterly Reports on Form
10-Q for the fiscal quarters ended March 31, 1996 and June 30, 1996 and the
Company's Current Report on Form 8-K dated January 10, February 2, March 14 and
April 8, 1996; and
(c) a description of the Company's common stock, $1.00 par value (the
Common Stock), contained in the Company's Registration Statement on Form S-2,
filed October 15, 1996 pursuant to Section 12 of the Exchange Act.
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 hereby have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the respective dates of filing of such documents.
Item 4. Description of Securities
This registration statement relates to the Company's1995 Stock Option
Plan for Non-Employee Directors (the Plan), a copy of which can be found in the
1996 Notice of Special Meeting of Shareholders and Proxy Statement, incorporated
herein by reference to submission DEF 14-A, filing date May 10, 1996, file
number 000-08804, accession number 0001005150-96-000127, accepted May 9, 1996,
the options to be granted thereunder (the Options) and the shares of Common
Stock issuable upon exercise of the Options. The terms of the Options are
described in the Plan.
Item 6. Indemnification of Directors and Officers
Chapter 8 of the South Carolina Business Corporation Act (the South Car-
olina Act) allows, in general, for indemnification, in certain circumstances,
by a corporation of any person threatened with or made a party to any action,
suit or proceeding by reason of the fact that he or she is, or was, a director,
officer, employee or agent of such corporation. Indemnification is also
authorized with respect to a criminal act or proceeding where the person had no
reasonable cause to believe that his or her conduct was unlawful.
The Company's Articles of Incorporation/Bylaws provide for mandatory
indemnification of any individual who is, was or is threatened to be made a
party to a proceeding (including a proceeding by or in the right of the Company)
because such individual is or was a director or officer of the Company or
because such individual is or was serving the Company or other legal entity in
any capacity at the request of the Company while a director or officer of the
Company, against all liabilities and reasonable expenses incurred in the pro-
ceeding, except such liabilities and expenses as are incurred because of such
individual's willful misconduct or knowing violation of the criminal law.
The Company maintains a standard policy of officers' and directors'
liability insurance. The Company is authorized to purchase and maintain insur-
ance against any liability it may have under the indemnification provision of
the Articles or to protect any of the persons named above against any liability
arising from their service to the Company or any other legal entity at the re-
quest of the Company, regardless of the Company's power to indemnify against
such liability.
Item 8. Exhibits
Exhibit
Number Description
- ------ -----------
4.1 The Seibels Bruce Group, Inc. 1995 Stock Option Plan for
Non-Employee Directors, incorporated herein by reference to
submission DEF 14-A, filing date May 10, 1996, file number
000-08804, accession number 0001005150-96-000127,
accepted May 9, 1996.
4.2 Amended and Restated Articles of Incorporation of the
Company, incorporated herein by reference to the Annual
Report on Form 10-K, Exhibit (3)(1)-1, for the year ended
December 31, 1989.
4.3 Bylaws of the Company, incorporated herein by reference to
the Annual Report on Form 10-K, Exhibit (3)(1)-1, for the
year ended December 31, 1989.
25 Power of Attorney (found on signature page of this
Registration Statement)
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(a) (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;
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 with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the Ex
change Act 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.
(b) 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 Section 15 (d) of the Exchange Act 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.
(h) 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 Commission such
indemnification is against public policy as expressed in the Act and is, there-
fore, 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 direc-
tor, 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 jur-
isdiction 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.
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 the
requirements for filing on Form S-8 and has duly caused this registration state-
ment to be signed on its behalf by the undersigned, thereto duly authorized, in
the City of Columbia, State of South Carolina, on October 23, 1996.
THE SEIBELS BRUCE GROUP, INC.
By: /s/ Ernst N. Csiszar
_______________________________________
Ernst N. Csiszar
President, Chief Executive Officer, and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Ernst N. Csiszar and John A.
Weitzel, and each of them, as his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) and supplements to this
Registration Statement, and to file the same, with the 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 things requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, or their or his or her substitute or substi-
tutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Ernst N. Csiszar
- ---------------------
(Ernst N. Csiszar) President, Chief Executive 10/23/96
Officer, and Director
/s/ John A. Weitzel
- ----------------------
(John A. Weitzel) Chief Financial Officer 10/23/96
and Director
/s/ Mary M. Gardner
- -----------------------
(Mary M. Gardner) Controller (Principal 10/23/96
Accounting Officer)
/s/ Priscilla C. Brooks
- -----------------------
(Priscilla C. Brooks) Corporate Secretary 10/23/96
/s/ John C. West
- --------------------
(John C. West) Chairman of the Board 10/24/96
and Director
/s/ William M. Barilka
- ----------------------
(William M. Barilka) Director 10/23/96
/s/ Albert H. Cox, Jr.
- ------------------------
(Albert H. Cox, Jr.) Director 10/27/96
/s/ William B. Danzell
- ----------------------
(William B. Danzell) Director 10/25/96
/s/ Claude E. McCain
- --------------------
(Claude E. McCain) Director 10/24/96
/s/ Kenneth W. Pavia
- --------------------
(Kenneth W. Pavia) Director 10/26/96
/s/ John P. Seibels
- -------------------
(John P. Seibels) Director 10/28/96
/s/ George R.P. Walker, Jr.
- ---------------------------
(George R.P. Walker, Jr.) Director 10/28/96
