<PAGE>
As filed with the Securities and Exchange Commission on October 9, 1998
Registration No. 333-
- -------------------------------------------------------------------------------
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)
<TABLE>
<S> <C>
South Carolina 57-0672136
-------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1501 Lady Street
Columbia, South Carolina 29201
(Address, including zip code, of registrant's principal executive
offices)
THE SEIBELS BRUCE GROUP, INC.
1996 STOCK OPTION PLAN FOR EMPLOYEES
(Full title of plan)
R. Thomas Savage
Acting President and Chief Executive Officer
1501 Lady Street
Columbia, South Carolina 29201
(803) 748-2000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Matt P. McClure, Esq. Alan J. Prince, Esq.
General Counsel and Corporate Secretary King & Spalding
The Seibels Bruce Group, Inc. 191 Peachtree Street
1501 Lady Street Atlanta, Georgia 30303-1763
Columbia, South Carolina 29201
</TABLE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to to be Price Per Offering Registration
be Registered Registered Share(1) Price(1) Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share..... 1,250,000 $4.56 $5,700,000 $1,687
- ---------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of the Registrant's Common Stock on October 5, 1998 as reported by
The Nasdaq Stock Market.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PART II
This Registration Statement on Form S-8 relates to an additional one
million two hundred fifty thousand (1,250,000) shares of common stock, par value
$1.00 per share (the "Common Stock"), of The Seibels Bruce Group, Inc. (the
"Company" or "Registrant") to be issued to certain employees and consultants of
the Company and subsidiaries pursuant to The Seibels Bruce Group, Inc. 1996
Stock Option Plan for Employees. As permitted by General Instruction E
(Registration of Additional Securities) to Form S-8, this Registration Statement
omits certain information otherwise required by Form S-8.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) The Annual Report of the Company on Form 10-K for the year ended
December 31, 1997 filed with the Commission on March 25, 1998 (File
No. 000-08804), as amended by Form 10-K/A filed with the Commission
on June 19, 1998.
(b) All reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1997.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated January 26, 1979
and filed with the Commission under the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
(d) The contents of the Company's Registration Statement on Form S-8
(File No. 333-14135), filed with the Commission on October 15, 1996
relating to the Company's 1996 Stock Option
Plan for Employees.
In addition, all documents filed by the Company subsequent to the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereunder
have been sold or which de-registers 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 8. Exhibits.
---------
Exhibit Description
- ------- -----------
4.1 Articles of Incorporation of the Registrant, as amended,
incorporated herein by reference to the Annual Report,
Exhibit (3)(1)-1, for the year ended December 31, 1989.
Articles of Amendment dated June 28, 1994, June 23,
1995 and June 18, 1996, incorporated herein by reference
to the Annual Report, Exhibit 3.1, for the year ended
December 31, 1996. Articles of Amendment dated April
10, 1997 and November 26, 1997, incorporated herein by
reference to the Annual Report, Exhibit 3.1, for the
year ended December 31, 1997. Articles of Correction
dated May 13, 1997, incorporated herein by reference to
the Annual Report, Exhibit 3.1, for the year ended
December 31, 1997. Articles of Amendment dated March
30, 1998, incorporated herein by reference to the
Quarterly Report on Form 10-Q, Exhibit 3.1, for the
quarter ended June 30, 1998. Articles of Amendment
dated October 7, 1998.
<PAGE>
4.2 By-Laws of the Registrant, as amended February 25, 1992,
incorporated herein by reference to the Annual Report on
Form 10-K, Exhibit (3)(1)-1, for the year ended December
31, 1991. Amendments of By-Laws dated June 28, 1994,
October 14, 1994 and June 13, 1995, incorporated herein
by reference to the Annual Report on Form 10-K, Exhibit
3.2, for the year ended December 31, 1996.
4.3 Form of Certificate for the Company's Common Stock, par
value $1.00 per share, incorporated herein by reference
to the Registrant's Registration Statement on Form S-2
(File No. 333-24081).
4.4 The Seibels Bruce Group, Inc. 1996 Stock Option Plan for
Employees, dated November 1, 1995, incorporated herein
by reference to Annex F to the Registrant's Proxy
Statement on Schedule 14-A, dated May 10, 1996 (File No.
000-08804).
4.5 Amendment to The Seibels Bruce Group, Inc. 1996 Stock Option
Plan for Employees, effective October 8, 1998.
5.1 Opinion of Sinkler & Boyd regarding legality of shares being
registered.
23.1 Consent of Arthur Andersen, LLP.
23.2 Consent of Sinkler & Boyd (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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 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. Notwithstanding the
foregoing, any increase or decrease in the
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 a 20 percent change in
the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table
in the effective 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 to
such information in this 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 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.
-2-
<PAGE>
(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) 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 Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
(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 Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 of 1933 and will be governed by the final adjudication of such issue.
EXPERTS
The financial statements and schedules of the Company as of December
31, 1997 and 1996 and for each of the years in the three-year period ended
December 31, 1997 have been included herein in reliance upon the reports of
Arthur Andersen LLP, independent public accountants, and upon the authority
of said firm as experts in accounting and auditing in giving said reports.
-3-
<PAGE>
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 this 9th day of October, 1998.
THE SEIBELS BRUCE GROUP, INC.
By: /s/ R. Thomas Savage
---------------------------------
R. Thomas Savage
Acting President and Chief
Executive Officer,
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints R. Thomas Savage and Matt P. McClure and each of
them, as true and lawful attorneys-in-fact and agents, with full power of
substitution and re-substitution for such person and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same with all exhibits thereto and other
documents in connection therewith, 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 thing requisite or necessary to be done in
and about the premises, as fully and 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, and any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
-4-
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Charles H. Powers Director, Chairman
- ---------------------------- of the Board October 9, 1998
Charles H. Powers
/s/ R. Thomas Savage Acting President
- ---------------------------- and Chief Executive
R. Thomas Savage Officer, Chief October 9, 1998
Financial Officer
(Principal
Executive Officer
and Principal
Financial Officer)
/s/ Elizabeth R. Monts Controller
- ---------------------------- (Principal Accounting Officer) October 9, 1998
Elizabeth R. Monts
/s/ Frank H. Avent Director October 8, 1998
- ----------------------------
Frank H. Avent
Director
- ----------------------------
A. Crawford Clarkson, Jr.
/s/ Susie H. VanHuss Director October 9, 1998
- ----------------------------
Susie H. VanHuss, Ph.D.
Director
- ----------------------------
Claude E. McCain
/s/ Kenneth A. Pavia Director October 9, 1998
- ----------------------------
Kenneth A. Pavia
/s/ Walker S. Powers Director October 9, 1998
- ----------------------------
Walker S. Powers
Director
- ----------------------------
John P. Seibels
/s/ George R.P. Walker, Jr. Director October 8, 1998
- ----------------------------
George R.P. Walker, Jr.
/s/ James L. Zech Director October 8, 1998
- ----------------------------
James L. Zech
</TABLE>
-5-
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
4.1 Articles of Incorporation of the Registrant, as amended,
incorporated herein by reference to the Annual Report,
Exhibit (3)(1)-1, for the year ended December 31, 1989.
Articles of Amendment dated June 28, 1994, June 23,
1995 and June 18, 1996, incorporated herein by reference
to the Annual Report, Exhibit 3.1, for the year ended
December 31, 1996. Articles of Amendment dated April
10, 1997 and November 26, 1997, incorporated herein by
reference to the Annual Report, Exhibit 3.1, for the
year ended December 31, 1997. Articles of Correction
dated May 13, 1997, incorporated herein by reference to
the Annual Report, Exhibit 3.1, for the year ended
December 31, 1997. Articles of Amendment dated March
30, 1998, incorporated herein by reference to the
Quarterly Report on Form 10-Q, Exhibit 3.1, for the
quarter ended June 30, 1998. Articles of Amendment
dated October 7, 1998.
4.2 By-Laws of the Registrant, as amended February 25, 1992,
incorporated herein by reference to the Annual Report on
Form 10-K, Exhibit (3)(1)-1, for the year ended December
31, 1991. Amendments of By-Laws dated June 28, 1994,
October 14, 1994 and June 13, 1995, incorporated herein
by reference to the Annual Report on Form 10-K, Exhibit
3.2, for the year ended December 31, 1996.
4.3 Form of Certificate for the Company's Common Stock, par
value $1.00 per share, incorporated herein by reference
to the Registrant's Registration Statement on Form S-2
(File No. 333-24081).
4.4 The Seibels Bruce Group, Inc. 1996 Stock Option Plan for
Employees, dated November 1, 1995, incorporated herein
by reference to Annex F to the Registrant's Proxy
Statement on Schedule 14-A, dated May 10, 1996 (File No.
000-08804).
4.5 Amendment to The Seibels Bruce Group, Inc. 1996 Stock
Option Plan for Employees, effective October 8, 1998.
5.1 Opinion of Sinkler & Boyd regarding legality of shares
being registered.
23.1 Consent of Arthur Andersen, LLP.
23.2 Consent of Sinkler & Boyd (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
</TABLE>
-6-
<PAGE>
EXHIBIT 4.1
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to ss3-10-106 of the 1976 South Carolina Code, as amended, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the Corporation is The Seibels Bruce Group, Inc.
-----------------------------
2. On JULY 31, 1998, the corporation adopted the following Amendment(s) of
its Articles of Incorporation (Type or attach the complete text of each
Amendment):
The Articles of Incorporation of The Seibels Bruce Group, Inc.,
shall be amended so as to increase the authorized number of shares
of common stock, par value $1.00 per share, from 12,500,000 shares
to 17,500,000 shares.
3. The manner, if not set forth in the Amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows (If not applicable, insert
"Not applicable" or "NA"):
4. Complete either a or b, whichever is applicable.
a. /X/ Amendment(s) adopted by shareholder action.
At the date of adoption of the Amendment, the number of outstanding
shares of each voting group entitled to vote separately on the Amendment,
and the vote of such shares was:
<TABLE>
<CAPTION>
Number of Undisputed/1
Number of Number of Votes Number of Votes Shares Voted
Voting Group Outstanding Shares Entitled to be Cast Represented at the Meeting For Against
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock 7,765,215 7,765,215 6,328,022 6,145,857 143,207
</TABLE>
b. / / Amendment(s) adopted by the incorporators or board of directors
without shareholder approval pursuant to ss33-6-102(d), 33-10-102 and
33-10-105 of the 1976 South Carolina Code, as amended, and shareholder
action was not required.
5. Unless a delayed date is specified, the effective date of these Articles
of Amendment shall be the date of acceptance for filing by the Secretary
of State (See ss33-1-230(b)): ___________________________________________
<TABLE>
<S> <C>
Date: October 7, 1998 The Seibels Bruce Group, Inc.
- ------------------------------------- ------------------------------------
CERTIFIED TO BE TRUE AND CORRECT COPY (Name of Corporation)
AS TAKEN FROM AND COMPARED WITH THE
ORIGINAL ON FILE IN THIS OFFICE By: /s/ Matt P. McClure
OCTOBER 7, 1998 -----------------------------------
(Signature)
Matt P. McClure, Corporate Secretary
- ------------------------------------- ------------------------------------
SECRETARY OF STATE OF SOUTH CAROLINA (Type or Print Name and Office)
</TABLE>
- ---------------------
1/Pursuant to ss33-10-106(6)(i), the corporation can alternatively state the
total number of undisputed shares cast for the amendment by each voting
group together with a statement that the number of cast votes for the
amendment by each voting group was sufficient for approval by that voting
group.
<PAGE>
Exhibit 4.5
AMENDMENT
THE SEIBELS BRUCE GROUP, INC.
1996 STOCK OPTION PLAN FOR EMPLOYEES
Pursuant to the power reserved in Section 12 of The Seibels Bruce
Group, Inc. 1996 Stock Option Plan for Employees (the "Plan"), the Board of
Directors of The Seibels Bruce Group, Inc. has amended the Plan, effective
October 8, 1998, as follows:
The number "2,500,000" has been substituted for the number
"5,000,000' in Section 4 of the Plan.
THE SEIBELS BRUCE GROUP, INC.
By: /s/ Matt P. McClure
----------------------------------------
Title: General Counsel and Corporate Secretary
----------------------------------------
Date: October 8, 1998
----------------------------------------
<PAGE>
EXHIBIT 5.1
October 9, 1998
The Seibels Bruce Group, Inc.
1501 Lady Street
Columbia, South Carolina 29201
Gentlemen:
In connection with the registration under the Securities Act of 1933
(the "Act") of 1,250,000 shares of the common stock (the "Common Stock") of
The Seibels Bruce Group, Inc., a South Carolina corporation (the "Company"),
for issuance pursuant to The Seibels Bruce Group, Inc. 1996 Stock Option Plan
for Employees, we have examined such corporate records, certificates and
other documents, and such questions of law, as we have considered necessary
or appropriate for the purposes of this opinion.
Upon the basis of such examination it is our opinion that the Common
Stock, when issued upon the terms and conditions set forth in the
Registration Statement filed by the Company in connection with the
registration of the Common Stock, and upon receipt of the consideration
therefor will be legally issued, fully paid and nonassessable.
We consent to be named in the Registration Statement as attorneys who
will pass upon certain legal matters in connection with the offering
described in the Registration Statement, and to the filing of a copy of this
opinion as an exhibit to the Registration Statement. In giving such consent,
we do not thereby admit that we are in the category of persons whose consent
is required under Section 7 of the Act.
Very truly yours,
/s/ Sinkler & Boyd, P.A.
Sinkler & Boyd, P.A.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
March 9, 1998, (except with respect to the matters discussed in Note 16, as
to which date is March 16, 1998), included in The Seibels Bruce Group, Inc.'s
Annual Report (Form 10-K) for the year ended December 31, 1997, and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Columbia, South Carolina
October 8, 1998
