<S-8>
As filed with the Securities and Exchange Commission on September 16, 1994
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUNAMERICA INC.
(Exact name of Registrant as specified in its charter)
Maryland 86-0176061
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1 SunAmerica Center
Century City
Los Angeles, California 90067-6022
(Address of Principal Executive Offices) (Zip Code)
LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN
(Full Title of the Plan)
Christine A. Nixon, Esq.
Associate Counsel
1 SunAmerica Center
Century City
Los Angeles, California 90067-6022
(Name and address of agent for service)
(310) 772-6000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Title of Amount to be Proposed Proposed Amount of
Securities Registered (1) Maximum Maximum Registration
to be Offering Aggregate Fee
Registered Price Offering
Per Share (2) Price (2)
Common Stock, 1,500,000 shares $43.69 $65,535,000 $22,598
$1.00 par
value
</TABLE>
(1) Represents the maximum number of shares to be issued under the Long-Term
Performance Based Incentive Plan assuming all awards authorized thereunder
are made and exercised. Such additional indeterminable amount of the
Company's Common Stock is hereby registered as may be required by reason of
the antidilution provisions of the Plan referred to herein.
(2) Estimated (solely for the purpose of calculating the registration fee) in
accordance with Rule 457(h) on the basis of the average high and low prices
on the New York Stock Exchange of the Registrant's Common Stock on September 12,
1994, as published in the Wall Street Journal.
1 out of 9 pages
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of
the filing of such documents.
(a) The Registrant's latest Annual Report on Form 10-K for its fiscal
year ended September 30, 1993 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) All reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by such
latest Annual Report referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed under Section 12 of the Exchange
Act, including all amendments or reports filed for the purpose of updating
such description.
(d) All other documents subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 2-418 of the Maryland General Corporation Law permits the
indemnification of directors, officers, employees and agents of Maryland
corporations. Article Eighth of the Registrant's Restated Articles of
Incorporation (the "Articles") authorizes the indemnification of directors
and officers to the full extent required or permitted by the General Laws of
the State of Maryland, now or hereafter in force, whether such persons are
serving the Registrant, or, at its request, any other entity, which
indemnification shall include the advance of expenses under the procedures
and to the full extent permitted by law. Article Eighth further provides
that the foregoing rights of indemnification shall not be exclusive of any
other rights to which those seeking indemnification may be entitled and that
no amendment or repeal of Article Eighth shall apply to or have any effect on
any right to indemnification provided thereunder with respect to acts or
omissions occurring prior to such amendment or repeal. In addition, the
Registrant's officers and directors are covered by certain directors' and
officers' liability insurance policies maintained by the Registrant.
Reference is made to Section 2-418 of the Maryland General Corporation Law
and Article Eighth of the Articles, which are incorporated herein by
reference.
2 out of 9 pages
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as
follows:
EXHIBIT NO. DESCRIPTION
5(a) Opinion of Counsel
23 Consent of Price Waterhouse LLP
24 Power of Attorney
(included on signature page)
ITEM 8. 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; and 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 offer 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
Securities Exchange Act or 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.
(c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus,
to deliver,
3 out of 9 pages
<PAGE>
or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial information.
(d) 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 it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
4 out of 9 pages
<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 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 Los Angeles, State of California,
on this 15th day of September, 1994.
SUNAMERICA INC.
By: JAY S. WINTROB
--------------------
Jay S. Wintrob
Executive Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eli Broad, Jay W. Wintrob and Susan L.
Harris, and each or any one of them, as his true and lawful attorney-in-fact,
each with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, jointly and severally, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact, jointly and severally, or their or his
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<C> <S> <C>
ELI BROAD
- -------------- President, Chief Executive September 15, 1994
Eli Broad Officer and Chairman of the
Board (Principal Executive
and Financial Officer)
SCOTT L. ROBINSON
- ---------------- Senior Vice President September 15, 1994
Scott L. Robinson and Controller
(Principal Accounting Officer)
5 out of 9 pages
RONALD J. ARNAULT
- ----------------------- Director September 15, 1994
Ronald J. Arnault
DAVID O. MAXWELL
- --------------------- Director September 15, 1994
David O. Maxwell
BARRY MUNITZ
- --------------------- Director September 15, 1994
Barry Munitz
LESTER POLLACK
- --------------------- Director September 15, 1994
Lester Pollack
RICHARD D. ROHR
- --------------------- Director September 15, 1994
Richard D. Rohr
SANFORD C. SIGOLOFF
- ----------------------- Director September 15, 1994
Sanford C. Sigoloff
HAROLD M. WILLIAMS
- ----------------------- Director September 15, 1994
Harold M. Williams
KAREN HASTIE WILLIAMS
- ----------------------- Director September 15, 1994
Karen Hastie Williams
</TABLE>
6 out of 9 pages
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<S> <C> <C>
SEQUENTIALLY
ITEM NO. DESCRIPTION OF ITEM NUMBERED
PAGE
5(a) Opinion of Counsel 8
23 Consent of Price Waterhouse LLP 9
24 Power of Attorney 6
(included on signature page)
7 out of 9 pages
<PAGE>
September 15, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: SunAmerica Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
Based on a review of the relevant documents and materials and on
the basis of available information, and in reliance thereon, the
undersigned is of the opinion that the securities to be issued by
SunAmerica Inc. in connection with the Long-Term Performance-Based
Incentive Plan for the Chief Executive Officer (the "Plan") have
been duly and validly authorized and reserved for issuance and,
when issued in accordance with the terms of the Plan, will be duly
and validly issued, fully paid and nonassessable.
I am licensed to practice law only in the state of California and
the foregoing opinion is limited to the laws of the state of
California and the general corporation law of the state of
Maryland.
The undersigned hereby consents to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
Susan L. Harris
SLH:ft
8 out of 9 Pages
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated November 9,
1993, which appears on page F-2 of SunAmerica Inc.'s Annual Report
on Form 10-K for the year ended September 30, 1993. We also
consent to the incorporation by reference of our report on the
Financial Statement Schedules, which appears on page S-2 of such
Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Los Angeles, California
September 14, 1994
9 out of 9 pages
</TABLE>
