AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE HARTFORD STEAM BOILER INSPECTION AND INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
Connecticut 06-0384680
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification number)
One State Street, Hartford, Connecticut
P.O. Box 5024 06102-5024
(Address of Principal Executive Offices) (Zip Code)
THE HARTFORD STEAM BOILER INSPECTION AND INSURANCE COMPANY
1995 STOCK OPTION PLAN
(Full Title of the Plan)
R. Kevin Price, Corporate Secretary
The Hartford Steam Boiler Inspection and Insurance Company
One State Street, P.O. Box 5024, Hartford, CT 06102-5024
(860) 722-1866
(Name, address and telephone number, including area code
of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed
Aggregate Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price per Offering Registration
To be Registered Registered Share(1) Price(1) Fee(1)
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Common Stock,
no par value 1,850,000 shares $52.625 $97,356,250 $29,501.89
(1) Estimated solely for the purpose of calculating the amount of the
registration fee using the average of the high and low sales prices of
the Registrant's Common Stock on June 11, 1997 as reported by the New
York Stock Exchange Composite Transactions Reporting System, in
accordance with Rule 457(h).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission are hereby incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended December 31,
1996.
(b) All reports filed by the Registrant with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act of 1934, as amended since the end of the
fiscal year ended December 31, 1996.
(c) The description of the Registrant's Common Stock contained in its
registration statement filed on Form 8-A dated April 21, 1990.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, 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 herein 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 Counsel and Experts
Certain legal matters in connection with the Plan have been passed on by Robert
C. Walker, Esquire, Senior Vice President and General Counsel to the Company.
Mr. Walker is eligible to participate in the plan. Mr. Walker's current holdings
in Registrant common stock consist of the following: 2,032 shares held directly,
approximately 303 shares held through the Registrant's Thrift Incentive Plan and
approximately 100 shares held through the Registrant's Employee Stock Ownership
Plan, and 60,000 presently exercisable stock options.
Item 6. Indemnification of Directors and Officers
Section 8 of the Company's Charter provides that to the fullest extent permitted
by the Connecticut General Statutes, the personal liability of a director to the
Company or its stockholders for monetary damages for breach of duty as a
director shall be limited to an amount that is
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not less than the compensation received by such director for serving the Company
during the year of the violation. This limitation does not apply to a breach of
duty of the director which (i) involves a knowing and culpable violation by a
director; (ii) enables a director or an associate to receive an improper
personal gain; (iii) shows a lack of good faith and a conscious disregard for
the duty of the director to a company under circumstances in which the director
was aware that his conduct or omission created an unjustifiable risk of serious
injury to the company; (iv) constitutes a sustained and unexcused pattern of
inattention that amounted to an abdication of the director's duty to the
company; or (v) creates a liability for an unlawful distribution under the
Connecticut Business Corporation Act ("CBCA").
The CBCA permits a corporation to indemnify its directors and officers against
liability (including judgments, settlements, penalties and fines) if such
individual acted in good faith, reasonably believed that his or her conduct was
in the corporation's best interests and, in the case of criminal proceedings,
had no reasonable cause to believe his or her conduct was unlawful. In a
proceeding by or in the right of the corporation, the corporation may indemnify
a director or officer only for reasonable expenses, and may not indemnify a
director who is adjudged liable to the corporation. Indemnification is mandatory
when an officer or director is successful in the defense of any proceeding. The
CBCA also permits a corporation to pay or reimburse the reasonable expenses
incurred by a director who is a party to an action, suit or proceeding (whether
civil, criminal, administrative or investigative) in advance of the final
disposition of such action, suit or proceeding provided that (i) such director
affirms in writing such director's good faith belief that the standard of
conduct required under the statute has been met; (ii) such director furnishes a
written undertaking to repay the corporation if it is ultimately determined that
such standard has not been met; and (iii) a determination is made pursuant to
the statute that the facts then known would not preclude indemnification under
the statute.
The Company (with respect to indemnification liability) and its directors and
officers (in their capacities as such) are insured against liability for
wrongful acts (to the extent defined) under an insurance policy with limits of
$25,000,000.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index attached hereto.
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Item 9. Undertakings
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 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;
(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;
(4) 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 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.
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 Securities and Exchange 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
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it is against public policy as expressed in the 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 City of Hartford, State of Connecticut, on this 19th day of
June 1997.
THE HARTFORD STEAM BOILER
INSPECTION AND INSURANCE COMPANY
By: /s/ Gordon W. Kreh, President
Gordon W. Kreh, President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated.
(Signature) (Title)
/s/ Gordon W. Kreh President, Chief Executive Officer
Gordon W. Kreh and Director
/s/ Saul L. Basch Senior Vice President, Treasurer
Saul L. Basch and Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
(Richard G. Booth)* Director
(Colin G. Campbell)* Director
(Richard G. Dooley)* Director
(William B. Ellis)* Director
(E. James Ferland)* Director
(Lois D. Rice)* Director
(John M. Washburn, Jr.)* Director
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(Wilson Wilde)* Director
*By: /s/ Robert C. Walker
Robert C. Walker
Attorney-in-Fact
June 19, 1997
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EXHIBIT INDEX
EXHIBIT NUMBER PAGE NO.
5(i) Opinion of Robert C. 9
Walker as to the legality
of the shares of common
stock being registered
24(i)(a) Consent of Coopers & 11
Lybrand
(b) Consent of Robert C. 9
Walker (contained in
opinion listed in
Exhibit 5(i)
25 Power of Attorney 12
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Exhibit 5(i)
June 19, 1997
The Hartford Steam Boiler
Inspection and Insurance Company
One State Street
P.O. Box 5024
Hartford, CT 06102-5024
Ladies and Gentlemen:
In reference to the Registration Statement of The Hartford Steam Boiler
Inspection and Insurance Company (hereinafter the "Company") on Form S-8 which
is being filed with the Securities and Exchange Commission in connection with
the registration of the Company's common stock, without par value (the "Common
Stock") to be offered under The Hartford Steam Boiler Inspection and Insurance
Company 1995 Stock Option Plan (the "Plan"), you have asked my opinion as
General Counsel of the Company, on the validity of the issuance of the shares
being registered.
In rendering this opinion, I, or attorneys under my supervision, have examined
the Plan, the Company's Charter and By-laws as presently in effect, the minutes
of applicable Board meetings relating to the Plan, and such other records of the
Company which I deem necessary under the circumstances.
Based on the foregoing, I am of the opinion that:
1) The Company is duly organized, existing and in good standing
under the laws of the State of Connecticut.
2) The Company has authority to issue 50,000,000 shares of common
stock with no par value, of which 19,830,798 are presently issued
and outstanding.
3) The 1,850,000 shares of Common Stock which are to be offered
pursuant to said Registration Statement when sold as contemplated
by the Registration Statement, will be duly and validly issued,
fully-paid and nonassessable.
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I hereby consent to the inclusion in said Registration Statement of this opinion
as an exhibit thereto.
Sincerely yours,
/s/ Robert C. Walker
ROBERT C. WALKER
Senior Vice President
and General Counsel
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Exhibit 24(i)(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement of The Hartford Steam
Boiler Inspection and Insurance Company on Form S-8 of our report dated January
27, 1997, on our audits of the consolidated financial statements and financial
statements schedules of The Hartford Steam Boiler Inspection and Insurance
Company as of December 31, 1996, 1995, and 1994, which report is incorporated by
reference in this Annual Report on Form 10-K and 10-K/A.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Hartford, Connecticut
June 19, 1997
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Exhibit 25
POWER OF ATTORNEY
We, the undersigned directors of The Hartford Steam Boiler Inspection and
Insurance Company do hereby individually appoint Robert C. Walker and Roberta A.
O'Brien, and each of them singly, with full power of substitution to each, our
true and lawful attorneys-in-fact with full power to them and each of them
singly, to sign for us in our names and in the capacities stated below a
registration statement on Form S-8 covering The Hartford Steam Boiler Inspection
and Insurance Company 1995 Stock Option Plan and any and all amendments to said
Form S-8, including post-effective amendments, and generally to do all such
things in our name and on our behalf in our capacities as directors that will
enable the Company to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission,
which relate to said Form S-8 and the filing thereof; hereby ratifying and
confirming all that said attorneys or any of them, shall do or cause to be done
by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Power
of Attorney has been signed by the following persons in the capacities and on
the date indicated.
(Signature) (Title) (Date)
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/s/ Gordon W. Kreh President, Chief April 24, 1997
Gordon W. Kreh Executive Officer
and Director
/s/ Richard H. Booth
Richard H. Booth Director April 24, 1997
/s/ Colin G. Campbell
Colin G. Campbell Director April 24, 1997
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(Signature) (Title) (Date)
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/s/ Richard G. Dooley
Richard G. Dooley Director April 24, 1997
/s/ William B. Ellis
William B. Ellis Director April 24, 1997
/s/ E. James Ferland
E. James Ferland Director April 24, 1997
/s/ Simon W. Leathes
Simon W. Leathes Director April 24, 1997
/s/ Lois D. Rice
Lois D. Rice Director April 24, 1997
/s/ John M. Washburn, Jr.
John M. Washburn, Jr. Director April 24, 1997
/s/ Wilson Wilde
Wilson Wilde Director April 24, 1997
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