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As filed with the Securities and Exchange Commission on June 19, 2000
Registration No. 333-31700
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MSI HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
UTAH 87-0280886
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1121 EAST 7TH STREET
AUSTIN, TEXAS 78702
(Address of principal executive offices, including zip code)
MSI HOLDINGS, INC. 2000 STOCK OPTION PLAN
(Full Title of Plans)
----------------------
Robert J. Gibbs
President and Chief Executive Officer
1121 East 7th Street
Austin, Texas 78702
(512) 476-6925
(Name and address, including zip code, and
telephone number, including area code, of
registrant's agent for service)
COPIES TO:
Kenneth W. Biermacher Jeffrey A. Chapman
Kane, Russell, Coleman & Logan, P.C. Vinson & Elkins L.L.P.
3700 Thanksgiving Tower 3700 Trammell Crow Center
1601 Elm Street 2001 Ross Avenue
Dallas, Texas 75201 Dallas, Texas 75201-2975
(214) 777-4250 (214) 220-7797
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) SHARE(2) PRICE (1)(2) REGISTRATION FEE (3)
--------------------------------- --------------------- ------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, $0.10 par value 10,000,000 shares $ 10.00 $117,751,782.50 $31,086.47
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(1) Consists of shares of Common Stock that may be issuable under the
Registrant's 2000 Stock Option Plan described herein. Pursuant to Rule
416(c) under the Securities Act, shares issuable upon any stock split,
stock dividend or similar transaction with respect to the shares
registered under the Plans are also being registered hereunder.
5,500,000 of such shares were previously registered on the original
filing (March 3, 2000).
(2) Estimated solely for calculating the registration fee pursuant to Rule
457(h), based on the high and low prices for the Common Stock on June
14, 2000 as reported on the Nasdaq National Market (as to 4,500,000
shares for which the exercise price is not known) and the amounts set
forth in the original filing (as to the 5,500,000 shares registered in
the previous filing).
(3) A fee of $19,206.47 was paid in connection with the original filing and
a fee of $11,880.00 is remitted in connection with this filing.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates herein by reference the Registrant's
previous Registration Statement on Form S-8 No. 333-31700, which was filed
with the Commission on March 3, 2000.
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ITEM 8. EXHIBITS.
4.1 MSI Holdings, Inc. 2000 Stock Option Plan (1)
5.1 Opinion of Parr, Waddoups, Brown, Gee & Loveless, P.C. (1)
23.1 Consent of Brown, Graham & Co., P.C. (1)
23.2 Consent of Ernst & Young LLP (1)
23.3 Consent of Parr, Waddoups, Brown, Gee & Loveless, P.C.
(included as part of Exhibit 5.1)
24 Power of Attorney (set forth on the signature pages of the
registration statement) (2)
--------------------------
(1) Filed herewith.
(2) Previously filed with the Securities and Exchange Commission
and incorporated by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Austin, State of Texas, on the 19th day of June,
2000.
MSI HOLDINGS, INC.
(Registrant)
By: /s/ ROBERT J. GIBBS
----------------------------------------
Robert J. Gibbs, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
and on the date indicated below in the City of Austin, State of Texas.
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Name Title Date
---- ----- ----
<S> <C> <C>
/s/ ROBERT J. GIBBS President, Chief Executive June 19, 2000
------------------------------------- Officer and Director
Robert J. Gibbs
/s/ DOUGLAS W. BANISTER Chief Financial Officer and June 19, 2000
------------------------------------- Vice President of Finance
Douglas W. Banister
* Director
-------------------------------------
Daniel S. Dornier
* Director
-------------------------------------
Stephen J. Metzger
* Director
-------------------------------------
Humbert B. Powell, III
* Director
-------------------------------------
Davinder Sethi
*By: /s/ ROBERT J. GIBBS Attorney-in-Fact
---------------------------------
Robert J. Gibbs
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INDEX TO EXHIBITS
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<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
------- ------- ------------
<S> <C> <C>
4.1 MSI Holdings, Inc. 2000 Stock Option Plan (1)
5.1 Opinion of Parr, Waddoups, Brown, Gee & Loveless, P.C. (1)
23.1 Consent of Brown, Graham & Co., P.C. (1)
23.2 Consent of Ernst & Young LLP (1)
23.3 Consent of Parr, Waddoups, Brown, Gee & Loveless, P.C. (included as part of
Exhibit 5.1)
24 Power of Attorney (set forth on the signature page of the registration
statement) (2)
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(1) Filed herewith.
(2) Previously filed with the Securities and Exchange Commission and
incorporated by reference.
