SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SUNAMERICA INC.
(Exact name of Registrant as specified in its charter)
Maryland 86-0176061
(State or other jurisdiction of (I.R.S. Employer Iden-
incorporation or organization) tification No.)
1 SunAmerica Center
Los Angeles, California 90067-6022
(Address of Principal (Zip Code)
Executive Offices)
SUNAMERICA 1995 PERFORMANCE STOCK PLAN
(Full Title of the Plan)
--------------------------
Keith C. Honig, Esq.
Associate Counsel
1 SunAmerica Center
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
Proposed Proposed Amount
Title Amount Maximum Maximum of
of to be Offering Aggregate Regist-
Securities Registered Price Per Offering ration
Registered (1) Share(2) Price(2) Fee
- ---------- ---------- --------- --------- -------
Common 650,000 $39.875 $25,268,750 $8,713
Stock, shares
$1.00 par ========== ========= =========== =======
value
==========
(1) Represents the maximum number of shares to be issued under the SunAmerica
1995 Performance Stock Plan assuming all awards authorized thereunder are made.
Such additional indeterminable amount of the Company's Common Stock is hereby
registered as may be required by reason of the "Adjustments" section 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 January 30,
1995, as published in the Wall Street Journal.
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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, 1994 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.
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Item 8. EXHIBITS
The exhibits included as part of this Registration Statement are as
follows:
Exhibit No. Description
---------- -----------
5 Opinion of Counsel
23 Consent of Price Waterhouse LLP
24 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; 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
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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, 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.
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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 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 31st day
of January, 1995.
SUNAMERICA INC.
/s/ Jay S. Wintrob
By:-------------------
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.
SIGNATURES TITLE DATE
/s/ Eli Broad
- ------------------- President, Chief Executive
Eli Broad Officer
and Chairman of the Board
(Principal Executive
Officer) January 31, 1995
/s/ Scott L. Robinson
- -------------------- Senior Vice President
Scott L. Robinson and Controller (Principal
Accounting Officer) January 31, 1995
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SIGNATURES TITLE DATE
/s/ David Maxwell
- --------------------- Director January 31, 1995
David Maxwell
/s/ Barry Munitz
- --------------------- Director January 31, 1995
Barry Munitz
/s/ Lester Pollack
- --------------------- Director January 31, 1995
Lester Pollack
/s/ Richard D. Rohr
- --------------------- Director January 31, 1995
Richard D. Rohr
/s/ Sanford C. Sigoloff
- --------------------- Director January 31, 1995
Sanford C. Sigoloff
- --------------------- Director
Harold M. Williams
/s/ Karen Hastie-Williams
- --------------------- Director January 31, 1995
Karen Hastie Williams
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Index to Exhibits
Sequentially
Item No. Description of Item Numbered Page
5 Opinion of Counsel 8
23 Consent of Price Waterhouse LLP 9
24 Power of Attorney
(included on signature page) 5
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January 31, 1995
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 SunAmerica 1995 Performance Stock Plan (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,
/s/ Susan L. Harris
- --------------------
Susan L. Harris
Vice President
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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, 1994, which appears on
Page F-2 of SunAmerica Inc.'s Annual Report on Form 10-K for the year ended
September 30, 1994. 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.
/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP
Los Angeles, California
January 31, 1995
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