As filed with the Securities and Exchange Commission on October 15, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 (I.R.S. employer
of incorporation or organization) Identification No.)
1501 Lady Street, Columbia, South Carolina 29201
(Address of principal executive offices) (Zip Code)
THE SEIBELS BRUCE GROUP, INC.
1996 STOCK OPTION PLAN FOR EMPLOYEES
(Full title of the plan)
Priscilla C. Brooks
Secretary
- -----------------------------
The Seibels Bruce Group, Inc.
1501 Lady Street
Columbia, South Carolina 29201
Telephone: (803) 748-2000
(Name, address and telephone number, including
area code, of agent for service)
Copy to:
Robert S. Smith, Esq.
McGuire, Woods, Battle & Boothe
1627 Eye Street, N.W.
Washington, D.C. 20006
Telephone: (202) 857-1700
CALCULATION OF REGISTRATION FEE
Title of
Securities Proposed maximum Proposed maximum
to be Amount to Offering price Aggregate Amount of
Registered be Registered per share (1) Offering price(1) Registration Fee
- ---------- -------------- --------------- ----------------- ----------------
Common
Stock, $1.00 5,000,000 $ 2.563 $12,815,000 $3,883.33
par value shares
(1) Estimated solely for the purpose of determining the registration fee and
based, pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933,
on the average of the high and low per share sales price of the registrant's
Common Stock as reported on the Nasdaq National Market on October 14, 1996.
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/A-1 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's1996 Stock
Option Plan for Employees (the "Plan"), a copy of which is attached as
Exhibit 4.1 and incorporated herein by reference, 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 Carolina 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 proceeding, 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
insurance 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 request 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 Employees
4.2 Amended and Restated Articles of
Incorporation of the Company
4.3 Bylaws of the Company
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 Exchange 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, 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 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
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 Columbia, State of South Carolina,
on October 11, 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 Gov. John C. West and
Ernst N. Csiszar 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 substitutes, 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/ John C. West
- ----------------
John C. West Chairman of the Board 10/11/96
/s/Ernst N. Csiszar
- -------------------
Ernst N. Csiszar President, Chief Executive 10/11/96
Officer and Director
/s/John A. Weitzel
- ------------------
John A. Weitzel Chief Financial Officer 10/11/96
and Director
/s/Mary M. Gardner
- ------------------
Mary M. Gardner Vice President and Treasurer 10/11/96
/s/William M. Barilka
- ---------------------
William M. Barilka Director 10/14/96
/s/Albert H. Cox, Jr.
- ------------------
Albert H. Cox, Jr. Director 10/12/96
/s/William B. Danzell
- ---------------------
William B. Danzell Director 10/14/96
/s/Claude E. McCain
- --------------------
Claude E. McCain Director 10/11/96
/s/Kenneth W. Pavia
- -------------------
Kenneth W. Pavia Director 10/14/96
/s/John P. Seibels
- -------------------
John P. Seibels Director 10/11/96
/s/George R.P. Walker, Jr.
- -------------------------
George R.P. Walker, Jr. Director 10/11/96
EXHIBIT INDEX
Exhibit
Number Description
4.1 The Seibels Bruce Group, Inc. 1995 Stock Option Plan for
Employees, incorporated herein by reference to submission
DEF 14A, 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 of Form 10-K, Exhibit (3)(1)-1, for the
year ended December 31, 1991.
25 Power of Attorney (found on signature page of this
Registration Statement)
