As Filed with the Securities and
Exchange Commission on May 31, 2000
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
INTERCONTINENTAL LIFE CORPORATION
(Exact Name of Registrant as specified in its charter)
Texas 22-1890938
(State of Incorporation) (I.R.S. Employer Identification No.)
701 Brazos Street, Austin, Texas 78701
Address of Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code: 512-404-5040
Roy F. Mitte, President
Investors Life Insurance Company of North America
701 Brazos Street, Austin, Texas 78701
(Name and Address of Agent for Service)
Calculation of Registration Fee
<TABLE>
<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Proposed Amount of
to be registered registered maximum maximum aggregate registration
offering price offering price fee
per share (1)
Common Stock, 800,000 shares $9.50 $7,600,000 $2,006.40
par value $.22
</TABLE>
(1) Estimated pursuant to Rule 457 (h) solely for the purpose of calculating
the registration fee, based upon the average of the high and low prices of
the common stock of the Registrant on May 26, 2000, as reported in the
consolidated reporting system.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be sent or given to participants in the InterContinental Life Corporation
1999 Stock Option Plan, as specified by Rule 428 (b)(1) under the Securities Act
of 1933, as amended. Such documents are not being filed with Commission, but
constitute (together with the documents incorporated by reference) a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended.
Item 1. Plan Information.
Not filed as part of this registration statement pursuant to the Note to
Part 1 of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this registration statement pursuant to Note to Part 1
of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
This registration statement incorporates herein by reference the following
documents which have been filed with the Securities and Exchange Commission (the
"Commission") by InterContinental life Corporation (the "Registrant") pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"):
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
(2) The Registrant's Proxy Statement relating to the Registrant's Annual
Meeting of Shareholders on May 23, 2000.
(3) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000.
(4) The Registrant's Current Reports on Form 8-K dated June 29, 1999,
January 31, 2000 and May 2, 2000.
(5) The description of the Registrant's common stock contained in the
Registration Statement on Form 8-B as filed with the Commission on
August 24, 1970 and on November 16, 1970 (File No. 1-06470), including
any amendment or report filed by the Registrant pursuant to the
Exchange Act which updates or modifies such description.
(6) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to
the termination of the offering of securities offered hereby.
Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
superseded such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
Not Applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel
The legality of the common stock of the Registrant to which this
registration statement applies has been passed upon by Theodore A. Fleron, Vice
President and Counsel of the Company. Mr. Fleron is a full-time employee of the
Registrant and its subsidiaries and is also a director of the Registrant. He is
also a director and officer of Financial Industries Corporation, which owns
approximately 47.50% of the common stock of the Registrant. Mr. Fleron is the
beneficial owner of 28,931 shares of the common stock of the Registrant,
including options to purchase 10,000 shares under the Registrant's 1999 Stock
Option Plan.
Item 6. Indemnification of Directors and Officers
Pursuant to the provisions of the Texas Business Corporation Act and the
Registrant's Bylaws, directors and officers of the Registrant are entitled to
indemnification from the Registrant against certain liabilities and expenses
paid or incurred in connection with any action, suit or proceeding to which any
such director or officer or his legal representative may be made a party by
reason of his being or having been such director or officer and shall otherwise
be accorded the fullest benefits contemplated and set forth in Articles 2.02 and
2.02-1 of the Texas Business Corporation Act, subject to the qualifications set
forth in said law. In general, the Texas Business Corporation Act provides that
a corporation may indemnify a person who is, or was, a director or officer of
the corporation who was, is, or is threatened to be made a named defendant or
respondent in a proceeding because the person is, or was, a director or officer
of the corporation, if it is determined that the person conducted himself in
good faith and reasonably believed that his conduct was in the best interests of
the corporation.
The Texas Business Corporation Act provides for indemnification against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by the person in connection with the proceeding; but, if the person is
liable on the basis that personal benefit was improperly received by him,
whether or not the benefit resulted from an action taken in the person's
official capacity or is liable to the corporation, then indemnification (a) is
limited to reasonable expenses actually incurred by the person in connection
with the proceeding and (b) shall not be made in respect to any proceeding in
which the person shall have been found liable for willful or intentional
misconduct in the performance of his duty to the corporation..
Expenses for the defense of any proceeding for which indemnification may be
available may be advanced by the corporation under certain circumstances.
The Registrant's Bylaws, as in effect on the date hereof, are incorporated
by reference herein as Exhibit 4.2.
Item 7. Exemption from Registration Claimed.
Not Applicable.
<PAGE>
Item 8. Exhibits.
The following documents are filed as a part of this registration statement
or incorporated by reference herein:
Exhibit Number Description
4.1 Articles of Incorporation of the Registrant
(incorporated by reference to Registrant's Registration
Statement on Form S-8 (Registration No. 2085333); except
Amendment filed December 14, 1988 (item (iv), which was
filed with Registrant's Current Report on Form 8-K dated
January 12,1989, and incorporated herein by reference;
and Amendment filed February 9, 1990, which was filed
with Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1989, and incorporated
herein by reference.
4.2 Restated Articles of Incorporation of the Registrant
(incorporated by reference to Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended
June 30, 1997.
4.3 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended
June 30, 1997.
5.1 Opinion and Consent of Theodore A. Fleron, Vice
President and Counsel for the Registrant.
23.1 Consent of Theodore A. Fleron, Vice President and
Counsel for the Registrant (included in Exhibit 5.1.
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Auditors.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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;
(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 thereto) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in 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
and 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 change in volume
and price represent no more than a 20 percent change in the
"Calculation of Registration Fee" table in the effective
registration statement;
<PAGE>
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(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 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 purposes 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.
(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.
(2) The undersigned Registrant hereby undertakes 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 the
registration statement shall be deemed to be the initial bona fide
offering thereof.
(3) 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.
<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
requirement 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 Austin, State of Texas on the 31st day of May , 2000.
InterContinental Life Corporation
By: /s/ Roy F. Mitte
Roy F. Mitte
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 31st day of May, 2000.
Principal Executive Officer:
By: /s/ Roy F. Mitte
Roy F. Mitte
Chairman, President and Chief Executive Officer
Principal Financial Officer:
Principal Accounting Officer:
By: /s/ James M. Grace
James M. Grace
Vice President and Treasurer
<PAGE>
Directors:
/s/ Roy F. Mitte /s/ James M. Grace
Roy F. Mitte, Director James M. Grace, Director
/s/ Eugene E. Payne /s/ Jeffrey H. Demgen
Eugene E. Payne, Director Jeffrey H. Demgen, Director
/s/ Robert A. Bender /s/ Theodore A. Fleron
Robert A. Bender, Director Theodore A. Fleron, Director
W. Lewis Gilcrease, Director Richard A. Kosson, Director
/s/ Charles K. Chacosky
Elizabeth T. Nash, Director Charles K. Chacosky, Director
Steven P. Schmitt, Director
<PAGE>
Exhibit 5.1
InterContinental Life Corporation
701 Brazos Street
Austin, Texas 78701
May 31, 2000
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
I am Counsel of InterContinental Life Corporation, a Texas corporation (the
"Company"), and I am delivering this opinion in connection with the filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement")
for the purpose of registering 800,000 shares of the common stock of the
Company, $.22 par value (the "Common Stock") with respect to the
InterContinental Life Corporation 1999 Stock Option Plan (the "Plan"). I have
reviewed originals (or copies) of certified or otherwise satisfactorily
identified documents, corporate and other records, certificates and papers as I
deemed it necessary to examine for the purpose of this opinion.
Based on the foregoing, it is my opinion that the shares of Common Stock which
are issued upon the exercise of stock options under the Plan will, when sold, be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to me therein under the caption "interests of
Named Experts and Counsel." In giving this consent, however, I do not admit that
I am within the category of persons whose consent is required by Section 7 of
the Securities Act of 1933 or the General Rules and Regulations of the
Securities and Exchange Commission. This consent is to be used only in
connection with the Plan and the issuance of Common Stock while the Registration
Statement is in effect.
Very truly yours,
/s/ Theodore A. Fleron
Theodore A. Fleron
<PAGE>
Exhibit 23.2
Consent of Independent Accounts
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8, pertaining to the InterContinental Life Corporation 1999
Stock Option Plan of our report dated March 27, 2000, which appears on page F-2
of the Annual Report on Form 10-K of InterContinental Life Corporation for the
year ended December 31, 1999, filed with the Securities and Exchange Commission.
/s/ PricewaterhouseCoopers
PricewaterhouseCoopers LLP
Dallas, Texas
May 31, 2000
