<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
incorporation or organization) Identification No.)
1 SunAmerica Center
Los Angeles, California 90067-6022
(Address of Principal (Zip Code)
Executive Offices)
SUNAMERICA 1997 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
--------------------------
Susan L. Harris, Esq.
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 1,000,000 $47.95 $47,950,000 $16,534
Stock, shares
$1.00 par ========== ========== ==========
==========
value
==========
(1) Represents the maximum number of shares to be issued under
the 1997 Employee Stock Purchase Plan ("Plan"). Such additional
indeterminable amount of the Company's Common Stock is hereby registered as
may be required by reason of the "Adjustments of and Changes in the Stock"
section of the Plan.
(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 June 4, 1997 as published in the Wall Street Journal.
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, 1996 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 Articles of Restatement of
Charter (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.
Item 8. EXHIBITS
The exhibits included as part of this Registration Statement
are as follows:
Exhibit No. Description
---------- -----------
4.1 1997 Employee Stock Purchase Plan
4.2 Enrollment/Change/Withdrawal Form
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 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.
(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,
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.
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 6th day
of June, 1997.
SUNAMERICA INC.
/s/ Jay S. Wintrob
By:_________________
Jay S. Wintrob
Vice Chairman
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 and
thing requisite and necessary to be done in connection therewith as
fully to all intents and purposes and 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 virture 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 June 6, 1997
- ---------------------------- President, Chief
Eli Broad Executive Officer and
Chairman of the Board
(Principal Executive Officer)
/s/ James R. Belardi June 6, 1997
- ---------------------------- Executive Vice President
James R. Belardi (Principal Financial Officer)
/s/ /Scott L. Robinson June 6, 1997
- ---------------------------- Senior Vice President and
Scott L. Robinson Controller
(Principal Accounting Officer)
/s/ William F. Aldinger, III June 6, 1997
- ---------------------------- Director
William F. Aldinger, III
/s/ Karen Hastie-Williams June 6, 1997
- ---------------------------- Director
Karen Hastie-Williams
/s/ David Maxwell June 6, 1997
- ---------------------------- Director
David Maxwell
/s/ Barry Munitz June 6, 1997
- ---------------------------- Director
Barry Munitz
/s/ Lester Pollack June 6, 1997
- ---------------------------- Director
Lester Pollack
/s/ Carl E. Reichardt June 6, 1997
- ---------------------------- Director
Carl E. Reichardt
/s/ Sanford C. Sigoloff June 6, 1997
- ---------------------------- Director
Sanford C. Sigoloff
/s/ Harold M. Williams June 6, 1997
- ---------------------------- Director
Harold M. Williams
/s/ Jay S. Wintrob June 6, 1997
- ---------------------------- Director
Jay S. Wintrob
Index to Exhibits
Sequentially
Item No. Description of Item Numbered Page
4.1 1997 Employee Stock Purchase Plan
4.2 Enrollment/Change/Withdrawal Form
5 Opinion of Counsel
23 Consent of Price Waterhouse LLP
24 Power of Attorney
(included on signature page)
EXHIBIT 5
June 6, 1997
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 1997 Employee Stock Purchase 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
Senior Vice President
EXHIBIT 23
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 8, 1996, except as to Note
13 which is as of November 29, 1996, which appears on Page F-2 of SunAmerica
Inc.'s Annual Report on Form 10-K for the year ended September 30, 1996. 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
June 6, 1997
<PAGE>
EXHIBIT 4.1
SUNAMERICA INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
<PAGE>
TABLE OF CONTENTS
Page
1. PURPOSE.......................................... 1
2. DEFINITIONS...................................... 1
3. ELIGIBILITY...................................... 4
4. STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS.... 4
5. OFFERING PERIODS................................. 4
6. PARTICIPATION.................................... 4
7. METHOD OF PAYMENT OF CONTRIBUTIONS............... 5
8 GRANT OF OPTION.................................. 6
9 EXERCISE OF OPTION............................... 7
10. DELIVERY......................................... 7
11. TERMINATION OF EMPLOYMENT; REDUCTION IN SERVICE.. 7
12. ADMINISTRATION................................... 8
13. DESIGNATION OF BENEFICIARY....................... 8
14. TRANSFERABILITY.................................. 9
15. USE OF FUNDS; INTEREST........................... 10
16. REPORTS.......................................... 10
17. ADJUSTMENTS OF AND CHANGES IN THE STOCK.......... 10
18. TERM OF PLAN; APPROVAL BY SHAREHOLDERS;
AMENDMENT OR TERMINATION......................... 11
19. NOTICES.......................................... 11
20. CONDITIONS UPON ISSUANCE OF SHARES............... 12
21. ADDITIONAL RESTRICTIONS OF RULE 16b-3............ 12
22. EMPLOYEE'S RIGHTS................................ 12
23. GOVERNING LAW.................................... 12
<PAGE>
SUNAMERICA INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
The following constitute the provisions of the 1997 Employee Stock
Purchase Plan, effective July 1, 1997.
I. PURPOSE
The purpose of this Plan is to provide Eligible Employees with an
incentive to advance the best interests of SunAmerica Inc. by providing a
method whereby they may voluntarily purchase Common Stock at a favorable
price and upon favorable terms. This Plan is intended to meet the
requirements of Section 423 of the Code.
2. DEFINITIONS
Capitalized terms used herein which are not otherwise defined shall have
the following meanings.
"Account" shall mean the bookkeeping account maintained by the Company,
or by a recordkeeper on behalf of the Company, for a Participant pursuant
to Section 7(a).
"Board" shall mean the Board of Directors of the Company.
"Business Day" shall mean any day that is not a Saturday, a Sunday or
a day on which the New York Stock Exchange is closed.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Committee" shall mean the Personnel, Compensation and Stock Plan
Committee of the Board, which shall administer this Plan pursuant to
Section 12.
"Common Stock" shall mean the Common Stock of the Company.
"Company" shall mean SunAmerica Inc., a Maryland corporation.
"Compensation" shall mean the gross amount of salary or wages paid to
an Eligible Employee on the books of the Employer on account of an Offering
Period, including overtime payments, draws, and any amount of salary or
wages which the Eligible Employee elects to (a) defer under any qualified
or non-qualified deferred compensation plan sponsored by the Company, or
(b) contribute on a pre-tax basis under Section 125 of the Code to a
health care, dependent care or similar plan.
"Contributions" shall mean all bookkeeping amounts credited to the
Account of a Participant pursuant to Section 7(a).
"Eligible Employee" shall mean any employee of the Company or of any
Participating Subsidiary, except that employees within the following groups
shall not be Eligible Employees unless the Committee, in advance of a Grant
Date, determines that any group of such employees shall be Eligible
Employees: (1) any employee who has not as of the Grant Date completed
at least 12 months of continuous employment with the Company or a
Subsidiary, (2) any employee whose customary employment is 20 hours or
less per week, (3) any employee whose customary employment is for not
more than five months in a calendar year, or (4) any Highly Compensated
Employee who received a grant under a Long Term Incentive Plan in the
twenty-four month period preceding the Grant Date. Furthermore, any
employee who, immediately after a Grant Date, would own (within the
meaning of Sections 423(b)(3) and 424(d) of the Code) stock representing
5 percent or more of the total combined voting power or value of all
classes of stock of the Company or a Subsidiary shall not be an
Eligible Employee.
"Enrollment Agreement" shall mean the agreement filed by an Eligible
Employee with the Company pursuant to Section 6 to participate in this Plan.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
<PAGE>
"Exercise Date" shall mean the last Business Day of each Offering Period.
"Fair Market Value" shall, as of a given date, mean the closing price
of a Share on The New York Stock Exchange on such date (or, in the event
that the Common Stock is not traded on such date, on the immediately
preceding trading date), as reported in The Wall Street Journal or, in the
event the Common Stock is not listed on The New York Stock Exchange,
the "Fair Market Value" shall be the closing price of the Common Stock
for such date (or, in the event that the Common Stock is not traded on
such date, on the immediately preceding trading date), as reported by
the National Association of Securities Dealers Automated Quotation ("NASDAQ")
or, if such price is not reported, the mean of the bid and asked prices per
Share as reported by NASDAQ or, if such prices are not so listed or
reported, as determined by the Committee (or its delegate), in its
discretion.
"Grant Date" shall mean the first Business Day of each Offering Period.
"Highly Compensated Employee" shall mean, for any Offering Period,
any employee who (1) was a 5% owner of the Company or any Subsidiary at
any time during the 12-month period preceding the Offering Period; or
(2) for the 12-month period preceding the Offering Period, received
compensation from the Company or any Subsidiary in excess of $80,000
(as adjusted pursuant to Section 415(d) of the Code). For purposes of
this definition of "Highly Compensated Employee," "compensation" means
compensation within the meaning of Section 415(c)(3) of the Code, but
including elective or salary reduction contributions to a cafeteria plan,
cash or deferred arrangement or tax-sheltered annuity.
"Long Term Incentive Plan" shall mean any compensation, common stock
or option based plan which provides for a performance measurement period
of greater than one fiscal year.
"Maximum Contribution" shall, unless otherwise designated by the
Committee, mean $7,500. The Committee may, in its sole discretion but within
the limit set forth below, increase or decrease the Maximum Contribution
for any Offering Period; provided, however that the Maximum Contribution
shall, in no event, exceed an amount which would result in any Eligible
Employee being granted an Option or Options which permit the Eligible
Employee's right to purchase shares to accrue at a rate which exceeds
$25,000 of the fair market value of Shares (determined as of the Grant Date)
in any calendar year.
"Offering Period" shall mean the 12-consecutive month period
commencing on each July 1 and ending on the following June 30 during
which this Plan is in effect; provided, however, that the Committee may
declare, as it deems appropriate, in advance of any Offering Period,
(1) a shorter (not to be less than three months) or longer (not to
exceed 27 months) Offering Period, or (2) a Grant Date other than July 1.
No Offering Period shall commence prior to the Exercise Date for the
preceding Offering Period.
"Option" shall mean the stock option to acquire Shares granted to a
Participant pursuant to Section 8.
"Option Price" shall mean the per share exercise price of an Option
as determined in accordance with Section 8(b).
"Participant" shall mean an Eligible Employee who has elected
to participate in this Plan and who has filed a valid and effective
Enrollment Agreement to make Contributions pursuant to Section 6.
"Participating Subsidiary" shall mean each Subsidiary of the Company
other than any Subsidiary which is designated by the Committee pursuant to
Section 18(c) as not constituting a Participating Subsidiary.
"Plan" shall mean this SunAmerica Inc. 1997 Employee Stock Purchase
Plan, as amended from time to time.
"Share" shall mean a share or, as applicable, any fraction thereof,
rounded down to the nearest ten-thousandth of a share, of Common Stock.
<PAGE>
"Subsidiary" shall mean any corporation in an unbroken chain of
corporations (beginning with the Company) in which each corporation
(other than the last corporation) owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one or more of the
other corporations in the chain.
3. ELIGIBILITY
Any person employed as an Eligible Employee as of a Grant Date shall
be eligible to participate in this Plan during the Offering Period in which
such Grant Date occurs, subject to the Eligible Employee satisfying the
requirements of Section 6.
4. STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS
The total number of Shares to be made available under this Plan is
1,000,000, subject to adjustments pursuant to Section 17. Such Shares may
be authorized and unissued Common Stock, or previously issued Common Stock
purchased for delivery under this Plan. In the event that all of the
Shares made available under this Plan are subscribed prior to the
expiration of this Plan, this Plan may be terminated in accordance
with Section 18.
5. OFFERING PERIODS
During the term of this Plan, the Company will offer Options to
purchase Shares to all Participants during each Offering Period. Each
Option shall become effective on the Grant Date. The term of each Option
shall end on the Exercise Date. Offering Periods shall continue until
this Plan is terminated in accordance with Section 18, or, if earlier,
until no Shares remain available for Options pursuant to Section 4.
6. PARTICIPATION
An Eligible Employee may become a participant in this Plan by completing
an Enrollment Agreement on a form approved by and in a manner prescribed by
the Committee (or its delegate). To become effective, Enrollment Agreements
must be filed with the Company in a timely manner prior to the applicable
Grant Date and must set forth the percentage of such Eligible Employee's
Compensation (which shall be a whole percentage point not less than 1% and
not more than 10%) to be credited to the Participant's Account as
Contributions each pay period. Each Enrollment Agreement shall provide
that no more than the Maximum Contribution of the Participant's Compensation
shall be credited to the Participant's Account as contributions for any
Offering Period.
Enrollment Agreements shall contain the Eligible Employee's authorization and
consent to the Company's withholding from his or her Compensation the amount
of his or her Contributions. Enrollment Agreements shall remain valid for
all Offering Periods until (i) an Eligible Employee's participation
terminates pursuant to the terms hereof, (ii) a new Enrollment Agreement
becomes effective pursuant to Section 7, or (iii) the Company requires
that a new Enrollment Agreement be executed and filed with the Company.
7. METHOD OF PAYMENT OF CONTRIBUTIONS
(a) The Company shall maintain on its books, or cause to be maintained
by a recordkeeper, an Account in the name of each Participant. The
Compensation elected to be applied as Contributions by a Participant shall
be deducted from such Participant's Compensation on each payday during the
period for payroll deductions set forth below and such payroll deductions
shall be credited to that Participant's Account as soon as administratively
practicable after such date. A Participant may not make any additional
payments into his or her Account. A Participant's Account shall be reduced
by any amounts used to pay the Option Price of Shares acquired, or by any
amounts distributed, pursuant to the terms hereof.
(b) Payroll deductions with respect to an Offering Period shall
commence as of the first day of the payroll period which coincides with or
immediately follows the applicable Grant Date and shall end on the last
day of the payroll period which immediately precedes the applicable
Exercise Date, unless sooner terminated by the Participant as provided
in this Section or until his or her participation terminates pursuant to
Section 11.
<PAGE>
(c) The maximum amount of Contributions to a Participant's Account
in any one Offering Period shall not exceed the Maximum Contribution for
the Offering Period. Shoulda Participant's Account balance reach such
dollar limit, such Participant's payroll deductions made pursuant to
this Section shall terminate for that Offering Period. Any excess shall
be refunded to such Participant without interest as soon as
administratively practicable.
(d) Any Participant may completely withdraw from this Plan at any
time. A Participant who desires to withdraw from this Plan must deliver
to the Company a Notice of Withdrawal in a form approved by the Company.
Promptly following the time when the Notice of Withdrawal is delivered,
the Company will refund to the Participant the balance of his Account,
without interest, and the Participant's Enrollment Agreement and
Option under this Plan shall thereupon terminate. Partial withdrawal
or other modification of an Enrollment Agreement is not permitted,
except for modifications effective upon a Grant Date, as provided in
subsection (e). A Participant who has withdrawn from this Plan shall
again be eligible to participate in this Plan following expiration of
the Offering Period during which the Participant withdrew (provided
such Participant is then an Eligible Employee), and may again participate
by timely completing and filing a new Enrollment Agreement.
(e) A Participant may change the amount of his or her
Contributions effective as of the next Grant Date by completing and
filing with the Company, on such terms as the Committee (or its delegate)
may prescribe, the appropriate notification.
8. GRANT OF OPTION
(a) On each Grant Date, each Eligible Employee who is a
participant during that Offering Period shall be granted an Option to
purchase a number of Shares on the Exercise Date for such Offering Period.
The number of Shares subject to the Option shall be determined by
dividing the Participant's Account balance as of the applicable Exercise
Date by the Option Price. Notwithstanding the foregoing, if the exercise
of any Participant's Option would result in the purchase by the
Participant of more than 1000 Shares for any 12 month Offering Period,
then the number of Shares purchased shall be reduced to 1000, and
the portion of the Participant's Account not used to purchase such
Shares shall be returned to the Participant without interest. The
1000 Share limit referred to in the preceding sentence shall be
proportionately reduced for any Offering Period of less than 12
months, and may, at the discretion of the Committee, be proportionately
increased for any Offering Period greater than 12 months.
(b) The Option Price per Share of the Shares subject to an Option
shall be the lesser of: (i) 90% of the Fair Market Value of a Share on the
applicable Grant Date; or (ii) 90% of the Fair Market Value of a Share on
the applicable Exercise Date. The Committee, in its sole discretion may, in
advance of any Grant Date, substitute percentages not less than 85% and not
more than 100% for either or both of the percentages referred to in (i) and
(ii) above.
9. EXERCISE OF OPTION
Unless (a) a Participant voluntarily terminates participation in the Plan
in accordance with Section 7(d), or (b) a Participant's Plan participation
is terminated as provided in Section 11, his or her Option for the purchase
of Shares shall be exercised automatically following each Exercise Date for
the applicable Offering Period, without any further action on the
Participant's part, and the number of Shares subject to such Option
(not to exceed the maximum limit set forth in Section 8(a)) shall be
purchased at the Option Price with the balance of such Participant's Account.
<PAGE>
10. DELIVERY OF SHARES
(a) Unless the Committee (or its delegate) requires otherwise, Shares
purchased upon exercise of an Option (including any fractional Share) will
be held in book-entry form by the Company's appointed recordkeeping service
or by its transfer agent. At such time as the Committee determines that
Shares will no longer be held in book-entry form, as soon as
administratively practicable, a certificate representing a Participant's whole
Shares and cash representing the Fair Market Value of any fractional Share
then held in book-entry form will be delivered to such Participant. For
purposes of this Section 10, the Fair Market Value of any fractional Share
will be determined using the average price per Share from the actual sale
of Shares made to fund such cash payment.
(b) If Shares are held in book-entry form as contemplated by subsection
(a), then as soon as administratively practicable following a request made by
the Participant in the manner prescribed by the Committee for the
certification of such Participant's Shares (or any portion thereof), the
recordkeeping service or transfer agent shall deliver to the Participant a
certificate representing the number of whole Shares held by the recordkeeping
service for the benefit of the Participant, along with cash representing
the Fair Market Value of any fractional Share; provided, however, that if
Participant has not requested that all of his or her Shares be certificated,
any fractional Share will be retained in book-entry form. At any time
Participant's Shares held in book-entry form amount to only a fractional
Share and he or she has not participated in the last two Offering Period,
such fractional Share will be sold and Participant will receive cash
representing the Fair Market Value for such fractional Share as soon as
administratively practicable thereafter.
(c) Upon termination of Participant's employment at any time Shares are
held in book-entry form as contemplated by subsection (a), Participant will
have 60 days to make an alternate election, after which time Participant will
automatically receive a certificate representing his or her whole Shares
held by the recordkeeping service for the benefit of the Participant,
along with cash representing the Fair Market Value of any fractional Share.
(d) If Shares are no longer held in book-entry form as contemplated by
subsection (a), as soon as administratively practicable following exercise of
an Option, a certificate representing the number of whole Shares purchased
will be delivered to the Participant. If any amount remains in a
Participant's Account which is not sufficient to purchase a whole Share,
such amount shall be credited to such Participant's Account for the next
Offering Period, or, if he or she is no longer a Participant or otherwise
makes a request, such amount will be refunded, without interest, to such
Participant.
11. TERMINATION OF EMPLOYMENT; REDUCTION IN SERVICE
(a) Upon a Participant's termination from employment with the Company
or its Subsidiaries for any reason (including, but not limited to, death or
retirement) at any time prior to the last day of an Offering Period in which
he or she participates, such Participant's Account shall be paid to him or
her in cash without interest, or, in the event of such Participant's death,
paid to the person or persons entitled thereto under Section 13, and such
Participant's Option for that Offering Period shall be automatically
terminated. If a Participant (i) remains an employee of the Company or
its Subsidiaries, but ceases to be an Eligible Employee during an Offering
Period, or (ii) during an Offering Period commences a leave of absence
approved by the Company and meeting the requirements of Treasury Regulation
Section 1.421-7(h)(2), such Participant's Contributions shall cease, and
the Contributions previously credited to the Participant's Account for the
Offering Period shall be used to exercise the Participant's Option according
to Section 9.
<PAGE>
(b) A Participant's termination from Plan participation precludes the
Participant from again participating in this Plan during that Offering
Period. However, such termination shall not have any effect upon his or
her ability to participate in any succeeding Offering Period, provided
that the applicable eligibility and participation requirements are again
then met. A Participant's termination from Plan participation shall be
deemed to be a revocation of that Participant's Enrollment Agreement and
such Participant must file a new Enrollment Agreement to resume Plan
participation in any succeeding Offering Period.
12. ADMINISTRATION
The Board shall appoint the Committee which shall supervise and administer
this Plan and shall have full power and discretion to adopt, amend and rescind
any rules deemed desirable and appropriate for the administration of this
Plan and not inconsistent with the terms of this Plan, and to make all
other determinations necessary or advisable for the administration of this
Plan. No member of the Committee shall be entitled to act on or decide
any matter relating solely to himself or herself or any of his or her rights
or benefits under this Plan. The Committee shall have full power and
discretionary authority to construe and interpret the terms and conditions
of this Plan, which construction or interpretation shall be final and
binding on all parties including the Company, Participants and
Beneficiaries. The composition of the Committee shall be in accordance with
the requirements to obtain or retain any available exemption from Section 16(b)
of the Exchange Act.
13. DESIGNATION OF BENEFICIARY
(a) A Participant may file, in a manner prescribed by the Committee
(or its delegate), a written designation of a beneficiary who is to
receive any Shares or cash from such Participant's Account under this Plan
in the event of such Participant's death. If a Participant's death occurs
subsequent to the end of an Offering Period but prior to the delivery to
him or her of any Shares deliverable under the terms of this Plan, such
Shares and any remaining balance of such Participant's Account shall be paid
to such beneficiary (or such other person as set forth in Section 13(b)) as
soon as administratively practicable after the Company receives notice of
such Participant's death and any outstanding unexercised Option shall
terminate. If a Participant's death occurs at any other time, the balance
of such Participant's Account shall be paid to such beneficiary (or such other
person as set forth in Section 13(b)) in cash as soon as administratively
practicable after the Company receives notice of such Participant's death
and such Participant's Option shall terminate. If a Participant is married
and the designated beneficiary is not his or her spouse, spousal consent
shall be required for such designation to be effective.
(b) Beneficiary designations may be changed by the Participant (and
his or her spouse, if required) at any time on forms provided and in the
manner prescribed by the Committee (or its delegate). If a Participant
dies with no validly designated beneficiary under this Plan who is living
at the time of such Participant's death, then the Participant's surviving
spouse, if any, shall be deemed to be the beneficiary. If a Participant
dies without a surviving spouse and with no validly designated beneficiary
under this Plan who is living at the time of such Participant's death,
the Company shall deliver all Shares and/or cash payable pursuant to
the terms hereof to the executor or administrator of the estate of the
Participant, or if no such executor or administrator has been appointed,
the Company, in its discretion, may deliver such Shares and/or cash to any
one or more dependents or relatives of the Participant, or if no dependent
or relative is known to the Company, then to such other person as the
Committee deems appropriate.
<PAGE>
14. TRANSFERABILITY
Neither Contributions credited to a Participant's Account nor any
Options or rights with respect to the exercise of Options or right to receive
Shares under this Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in Section 13) by the Participant. Any
such attempt at assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an event
terminating such Participant's status as an Eligible Employee for that Offering
Period for purposes of, and such Participant's Plan participation for that
Offering Period may be terminated pursuant to, Section 11. During a
Participant's lifetime, Options shall only be exercisable by him or her.
15. USE OF FUNDS; INTEREST
All Contributions received or held by the Company under this Plan will
be included in the general assets of the Company and may be used for any
corporate purpose. No interest will be paid to any Participant or credited
to his or her Account under this Plan.
16. REPORTS
Statements shall be provided to Participants as soon as administratively
practicable following each Exercise Date. Each Participant's statement shall
set forth, as of such Exercise Date, that Participant's Account balance
immediately prior to the exercise of his or her Option, the Fair Market
Value of a Share, the Option Price, the number of Shares purchased and his
or her remaining Account balance, if any.
17. ADJUSTMENTS OF AND CHANGES IN THE STOCK
(a) The number of Shares covered by each Option which has not yet been
exercised and the number of Shares which have been authorized for issuance
under the Plan but have not yet been placed under Option, as well as the price
per Share covered by each Option which has not yet been exercised, shall be
proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any
other increase or decrease in the number of shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be
deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Committee, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein,
no issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number of Shares or
price per Share of Common Stock subject to an Option.
(b) In the event of the proposed dissolution or liquidation of the
Company, the Offering Period will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the
Committee. In the event of a proposed sale of all or substantially all of
the assets of the Company, or the merger of the Company with or into
another corporation, each Option shall be assumed or an equivalent option shall
be substituted by such successor corporation or a parent or subsidiary of
such successor corporation, unless the Committee determines, in the exercise
of its sole discretion and in lieu of such assumption or substitution, to
shorten the Offering Period then in progress by setting a new Exercise Date.
18. TERM OF PLAN; APPROVAL BY SHAREHOLDERS; AMENDMENT OR
TERMINATION
(a) This Plan shall become effective July 1, 1997. No new Offering
Periods shall commence after June 30, 2007 and this Plan shall, unless sooner
terminated pursuant to this Section 18, terminate on later of July 1, 2007 or
the first Business Day following the last Exercise Date for any Offering
Period.
<PAGE>
(b) This Plan shall be submitted for the approval of the Company's
stockholders within 12 months after the date of the Board's initial adoption
of this Plan. If stockholder approval is not obtained, this Plan shall be
void and each Participant's Account shall be returned without interest.
(c) The Board may amend, suspend or terminate this Plan at any time
and from time to time; provided, however, that, if any amendment would (i)
materially increase the benefits accruing to Participants under this Plan,
(ii) materially increase the aggregate number of shares of Common Stock
that may be issued under this Plan, or (iii) materially modify the
requirements as to eligibility for participation in this Plan, then to the
extent required under Section 423 of the Code or any other applicable law, or
if deemed necessary or advisable by the Committee, such amendment shall be
subject to stockholder approval. otwithstanding anything else contained
herein, the Committee shall have the right to designate from time to time
Subsidiaries whose employees are not eligible to participate in the Plan
and such designations shall not constitute an amendment to the Plan requiring
stockholder approval in accordance with Treasury Regulation Section
1.423-2(c)(4).
19. NOTICES
All notices or other communications by a Participant to the Company
contemplated by this Plan shall be deemed to have been duly given when
received in the form and manner specified by the Committee (or its delegate)
at the location, or by the person, designated by the Committee (or
its delegate) for that purpose.
20. CONDITIONS UPON ISSUANCE OF SHARES
Shares shall not be issued with respect to an Option unless the exercise
of such Option and the issuance and delivery of such Shares complies with
all applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, any
applicable state securities laws, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares
may then be listed.
As a condition precedent to the exercise of any Option, if, in the
opinion of counsel for the Company such a representation is required under
applicable law, the Company may require any person exercising such Option to
represent and warrant that the Shares subject thereto are being acquired
only for investment and without any present intention to sell or
distribute such Shares.
21. ADDITIONAL RESTRICTIONS OF RULE 16b-3
The terms and conditions of Options granted hereunder to, and the
purchase of Shares by, persons subject to Section 16 of the Exchange Act shall
comply with the applicable provisions of Rule 16b-3 promulgated thereunder
("Rule 16b-3"). This Plan shall be deemed to contain, and Options shall
contain, and the Shares issued upon exercise thereof shall be subject to,
such additional conditions and restrictions as the Committee (or its delegate)
may determine, in its discretion, are required by Rule 16b-3 to qualify for
the maximum exemption available from Section 16 of the Exchange Act.
22. EMPLOYEE'S RIGHTS
(a) Neither the adoption of the Plan nor the grant of any Option will
confer upon any Participant any right to continued employment with the
Company or any Subsidiary or affect in any way the right of the Company or
any Subsidiary to terminate the employment relationship.
(b) Each Participant shall have all of the rights of a shareholder
following the exercise of his or her Option, including the right to
receive dividend payments and the right to vote the Shares acquired upon
exercise of the Option.
<PAGE>
23. GOVERNING LAW
This Plan shall be governed by, and construed and enforced in accordance
with, the laws of the State of Maryland. If any provisions shall be held by
a court of competent jurisdiction to be invalid and unenforceable, the
remaining provisions of this Plan shall continue to be fully effective.
<PAGE>
EXHIBIT 4.2
SUNAMERICA INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
Enrollment/Change/Withdrawal Form
Section 1 (Check one)
____ Enrollment (complete sections 2, 3, 6 and 7)
____ Withdrawal (complete sections 2, 5 and 7)
____ Beneficiary Change (complete sections 2, 6 and 7)
____ Contribution Election Change (complete sections 2, 4 and 7)
THIS FORM MUST BE RECEIVED BY YOUR HUMAN RESOURCES
DEPARTMENT DURING THE
ENROLLMENT PERIOD FOR THE OFFERING PERIOD TO WHICH IT RELATES.
Section 2
___________________________________________________________________________
Last Name First Name Middle Initial
___________________________________________________________________________
Home Address
__________________________
Work Phone Number
Date of Hire:______________________
____ Part-time
____ Full-time
To be eligible, you must have at least one year of service and work 20 hours
per week for 5 months or more during the calendar year.
Social Security Number __ __ __ - __ __ - __ __ __ __
Section 3 CONTRIBUTION ELECTION
I hereby elect to participate in SunAmerica Inc.'s 1997 Employee Stock
Purchase Plan (the "ESPP") effective with the next offering period and
authorize my employer to deduct from my paycheck each pay period the
percentage of my compensation specified herein.
____ % Enter a whole percentage (1% to 10%)
Section 4 CONTRIBUTION ELECTION CHANGE
Contribution changes will be effective with the start of the next offering
period.
Amount to be contributed should be changed to: ____ % Enter a whole
percentage (1% to 10%)
Section 5 STOP CONTRIBUTION/WITHDRAWAL
____ I wish to stop contributions and withdraw from the ESPP. Please refund
all accrued payroll contributions (without interest) and terminate my
current ESPP participation. I understand that I am not eligible to
rejoin the ESPP until the next offering period and must complete a new
Enrollment Form to re-enroll.
Section 6
I designate the following as my beneficiary to receive any shares or cash,
owed to me under the ESPP in the event of my death prior to receipt by me
of such shares or cash.
PRIMARY CONTINGENT
BENEFICIARY ___________________________ __________________________
Beneficiary Name Beneficiary Name
___________________________ __________________________
Address Address
___________________________ __________________________
Relationship of Beneficiary Relationship of Beneficiary
Section 7
I acknowledge receipt of the ESPP prospectus and agree to be bound by all of
the terms and conditions of the ESPP, as it may be amended from time to time.
I hereby authorize my employer to deduct from my paycheck each pay period
the percentage of my compensation specified above or as previously
selected andto use such funds to purchase shares of SunAmerica Inc. common
stock in accordance with the terms of the ESPP. I understand that this
Enrollment/Change/Withdrawal Form will remain in effect throughout
successive offering periods unless modified or withdrawn by me and that
it is my responsibility to confirm that the correct amount of compensation
is being deducted from my paycheck.
___________________________________________________________________________
Signature Date
Human Resources_________________________________Effective Date_____________
EXHIBIT 5
June 6, 1997
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 1997 Employee Stock Purchase 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
Senior Vice President
EXHIBIT 23
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 28, 1996, except as to
Note 13 which is as of November 29, 1996, which appears on Page F-2 of
SunAmerica Inc.'s Annual Report on Form 10-K for the year ended September 30,
1996. 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
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PRICE WATERHOUSE LLP
Los Angeles, California
June 6, 1997
