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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INVESTORS TITLE COMPANY
(Exact name of registrant as specified in its charter)
North Carolina 56-1110199
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
121 North Columbia Street
Chapel Hill, North Carolina 27514
(Address of Principal Executive Offices) (Zip Code)
INVESTORS TITLE COMPANY
1997 STOCK OPTION AND RESTRICTED STOCK PLAN
(Full title of the plan)
ELIZABETH P. BRYAN, VICE PRESIDENT
Investors Title Company
121 North Columbia Street
Chapel Hill, North Carolina 27514
(Name and address of agent for service)
(919) 968-2200
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate
to be Amount to be Price Offering Amount of
registered Registered Per Share* Price* Registration Fee
<S> <C> <C> <C> <C>
Common Stock 250,000 shares $17.38 $4,345,000 $1,316.54*
no par value
</TABLE>
*Pursuant to Rule 457(h), the average of the high and low price of the Common
Stock as reported on NASDAQ's National Market System on August 13, 1997 has been
used to calculate the amount of the registration fee.
Approximate date of sale to the public: Upon effectiveness of this Registration
Statement.
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This Registration Statement on Form S-8 covers 250,000 shares of the
Common Stock, no par value (the "Common Stock"), of Investors Title Company (the
"Registrant") issuable upon exercise of options to be granted under the
Registrant's 1997 Stock Option and Restricted Stock Plan (the "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission. The following documents have previously been filed by the Registrant
with the Commission and are incorporated herein by reference as of their
respective dates:
(a) Annual Report on Form 10-K for the fiscal year ended December
31, 1996,
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1997,
c) The description of the Common Stock of the Registrant set
forth under the heading "Description of Registrant's
Securities to be Registered" in the Registrant's Form 10 dated
March 27, 1984, as amended by the Registrant's Form 10/A dated
August 11, 1997, each as filed with the Securities and
Exchange Commission.
All documents that are hereafter filed by the Registrant pursuant to
Sections 13, 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of the Common Stock
issuable pursuant to the Plan have been issued or which deregisters any shares
then remaining unissued, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the securities registered hereunder
are being passed upon for the Registrant by Schell Bray Aycock Abel & Livingston
P.L.L.C., Renaissance Plaza, 230 North Elm Street, Suite 1500, Greensboro, North
Carolina 27401.
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Item 6. Indemnification of Directors and Officers.
The North Carolina General Statutes contain provisions prescribing the
extent to which directors and officers shall or may be indemnified. These
statutory provisions are set forth below:
CH. 55 N.C. BUSINESS CORPORATION ACT
Part 5. Indemnification.
SS. 55-8-50. POLICY STATEMENT AND DEFINITIONS.
(a) It is the public policy of this State to enable corporations
organized under this Chapter to attract and maintain responsible, qualified
directors, officers, employees and agents, and, to that end, to permit
corporations organized under this Chapter to allocate the risk of personal
liability of directors, officers, employees and agents through indemnification
and insurance as authorized, in this Part.
(b) Definitions in this Part:
(1) "Corporation" includes any domestic or foreign predecessor
entity of a corporation in a merger or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.
(2) "Director" means an individual who is or was a director of
a corporation or an individual who, while a director of a corporation,
is or was serving at the corporation's request as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise. A director is considered to be serving an employee
benefit plan at the corporation's request if his duties to the
corporation also impose duties on, or otherwise involve services by,
him to the plan or to participants in or beneficiaries of the plan.
"Director" includes, unless the context requires otherwise, the estate
or personal representative of a director.
(3) "Expenses" means expenses of every kind incurred in
defending a proceeding, including counsel fees.
(4) "Liability" means the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan). or reasonable expenses incurred
with respect to a proceeding.
(5) "Official capacity" means: (i) when used with respect to a
director, the office of director in a corporation; and (ii) when used
with respect to an individual other than a
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director, as contemplated in G.S. 55-8-56, the office in a corporation
held by the officer or the employment or agency relationship undertaken
by the employee or agent on behalf of the corporation. "Official
capacity" does not include service for another foreign or domestic
corporation or any partnership, joint venture, trust, employee benefit
plan, or other enterprise.
(6) "Party" includes an individual who was, is, or is
threatened to be made a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative,
or investigative and whether formal or informal.
SS. 55-8-51. AUTHORITY TO INDEMNIFY.
(a) Except as provided in subsection (d), a corporation may indemnify
an individual made a party to a proceeding because he is or was a director
against liability incurred in the proceeding if:
(1) He conducted himself in good faith; and
(2) He reasonably believed (i) in the case of conduct in his
official capacity with the corporation, that his conduct was in its
best interests; and (ii) in all other cases, that his conduct was at
least not opposed to its best interests; and
(3) In the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for a
purpose he reasonably believed to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the requirement of
subsection (a)(2)(ii).
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of no contest or its equivalent is not, of itself,
determinative that the director did not meet the standard of conduct described
in this section.
(d) A corporation may not indemnify a director under this section:
(1) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
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(2) In connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in his
official capacity, in which he was adjudged liable on the basis that
personal benefit was improperly received by him.
(e) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation that is concluded without a
final adjudication on the issue of liability is limited to reasonable expenses
incurred in connection with the proceeding.
(f) The authorization, approval or favorable recommendation by the
board of directors of a corporation of indemnification, as permitted by this
section, shall not be deemed an act or corporate transaction in which a director
has a conflict of interest, and no such indemnification shall be void or
voidable on such ground.
SS. 55-8-52. MANDATORY INDEMNIFICATION.
Unless limited by its articles of incorporation, a corporation shall
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party because he is or was a
director of the corporation against reasonable expenses incurred by him in
connection with the proceeding.
SS. 55-8-53. ADVANCE FOR EXPENSES.
Expenses incurred by a director in defending a proceeding may be paid
by the corporation in advance of the final disposition of such proceeding as
authorized by the board of directors in the specific case or as authorized or
required under any provision in the articles of incorporation or bylaws or by
any applicable resolution or contract upon receipt of an undertaking by or on
behalf of the director to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation against such
expenses.
SS. 55-8-54. COURT-ORDERED INDEMNIFICATION.
Unless a corporation's articles of incorporation provide otherwise, a
director of the corporation who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court after giving any
notice the court considers necessary may order indemnification if it determines:
(1) The director is entitled to mandatory indemnification under G.S.
55-8-52, in which case the court shall also order the corporation to pay the
director's reasonable expenses incurred to obtain court-ordered indemnification;
or
(2) The director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not he met the standard of
conduct set forth in G.S. 55-8-51
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or was adjudged liable as described in G.S. 55-8-51(d), but if he was adjudged
so liable his indemnification is limited to reasonable expenses incurred.
SS. 55-8-55. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.
(a) A corporation may not indemnify a director under G.S. 55-8-51
unless authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because he
has met the standard of conduct set forth in G.S. 55- 8-51.
(b) The determination shall be made:
(1) By the board of directors by majority vote of a quorum consisting
of directors not at the time parties to the proceeding;
(2) If a quorum cannot be obtained under subdivision (1), by majority
vote of a committee duly designated by the board of directors (in which
designation directors who are parties may participate), consisting
solely of two or more directors not at the time parties to the
proceeding;
(3) By special legal counsel (i) selected by the board of directors or
its committee in the manner prescribed in subdivision (1) or (2); or
(ii) if a quorum of the board of directors cannot be obtained under
subdivision (1) and a committee cannot be designated under subdivision
(2), selected by majority vote of the full board of directors (in which
selection directors who are parties may participate); or
(4) By the shareholders, but shares owned by or voted under the control
of directors who are at the time parties to the proceeding may not be
voted on the determination.
(c) Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(b)(3) to select counsel.
SS. 55-8-56. INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS.
Unless a corporation's articles of incorporation provide otherwise:
(1) An officer of the corporation is entitled to mandatory
indemnification under G.S. 55- 8-52, and is entitled to apply for court-ordered
indemnification under G.S. 55-8-54, in each case to the same extent as a
director.
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(2) The corporation may indemnify and advance expenses under this Part
to an officer, employee, or agent of the corporation to the same extent as to a
director; and
(3) A corporation may also indemnify and advance expenses to an
officer, employee, or agent who is not a director to the extent, consistent with
public policy, that may be provided by its articles of incorporation, bylaws,
general or specific action of its board of directors, or contract.
SS. 55-8-57. ADDITIONAL INDEMNIFICATION AND INSURANCE.
(a) In addition to and separate and apart from the indemnification
provided for in G.S. 55-8-51, 55-8-52, 55-8-54, 55-8-55 and 55-8-56, a
corporation may in its articles of incorporation or bylaws or by contract or
resolution indemnify or agree to indemnify any one or more of its directors,
officers, employees, or agents against liability and expenses in any proceeding
(including without limitation a proceeding brought by or on behalf of the
corporation itself) arising out of their status as such or their activities in
any of the foregoing capacities; provided, however, that a corporation may not
indemnify or agree to indemnify a person against liability or expenses he may
incur on account of his activities which were at the time taken known or
believed by him to be clearly in conflict with the best interests of the
corporation. A corporation may likewise and to the same extent indemnify or
agree to indemnify a person who, at the request of the corporation, is or was
serving as a director, officer, partner, trustee, employee, agent of another
foreign or domestic corporation, partnership, joint venture, trust or other
enterprise or as a trust or administrator under an employee benefit plan. Any
provision in any articles of incorporation, bylaw, contract, or resolution
permitted under this section may include provisions for recovery from the
corporation of reasonable costs, expenses, and attorneys' fees in connection
with the enforcement of rights to indemnification granted therein and may
further include provisions establishing reasonable procedures for determining
and enforcing the rights granted therein.
(b) The authorization, adoption, approval, or favorable recommendation
by the board of directors of a public corporation of any provision in any
articles of incorporation, bylaw, contract or resolution, as permitted in this
section, shall not be deemed an act or corporate transaction in which a director
has a conflict of interest, and no such articles of incorporation or bylaw
provision or contract or resolution shall be void or voidable on such grounds.
The authorization, adoption, approval, or favorable recommendation by the board
of directors of a nonpublic corporation of any provision in any articles of
incorporation, bylaw, contract or resolution, as permitted in this section,
which occurred prior to July 1, 1990, shall not be deemed an act or corporate
transaction in which a director has a conflict of interest, and no such articles
of incorporation, bylaw provision, contract or resolution shall be void voidable
on such grounds. Except as permitted in G.S. 55-8-31, no such bylaw, contract,
or resolution not adopted, authorized, approved or ratified by shareholders
shall be effective as to claims made or liabilities asserted against any
director prior to its adoption, authorization, or approval by the board of
directors.
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(c) A corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee or agent of the
corporation, or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, against liability asserted against or incurred by him in that
capacity or arising from his status as a direct officer, employee, or agent,
whether or not the corporation would have power to indemnify him against the
same liability under any provision of this Chapter.
SS. 55-8-58. APPLICATION OF PART.
(a) If articles of incorporation limit indemnification or advance for
expenses, indemnification and advance for expenses are valid only to the extent
consistent with the articles.
(b) This Part does not limit a corporation's power to pay or reimburse
expenses incurred by a director in connection with his appearance as a witness
in a proceeding at a time when he has not been made a name defendant or
respondent to the proceeding.
(c) This Part shall not affect rights or liabilities arising out of
acts or omissions occurring before July 1, 1990.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
The Exhibits to this Form S-8 are listed in the accompanying Index to
Exhibits.
Item 9. Undertakings.
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:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(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 thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
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(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change in such information in the Registration Statement.
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(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 Securities Exchange Act of
1934 that are incorporated by reference 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 offered 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.
The undersigned Registrant hereby undertakes that, for the 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 Section 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.
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 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 Chapel Hill, State of North Carolina, on August 11,
1997.
INVESTORS TITLE COMPANY
By: /s/ James A. Fine, Jr.
James A. Fine, Jr.
President
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.
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<CAPTION>
Signature Title Date
<S> <C> <C>
/s/J. Allen Fine Chairman August 11, 1997
J. Allen Fine
/s/ James A. Fine, Jr. President and Director August 11, 1997
James A. Fine, Jr.
/s/ William Morris Fine Executive Vice President August 11, 1997
William Morris Fine and Treasurer
(Principal Financial Officer)
/s/ Elizabeth P. Bryan Vice President August 11, 1997
Elizabeth P. Bryan (Principal Accounting Officer)
/s/ Lillard H. Mount Director and General Counsel August 11, 1997
Lillard H. Mount
/s/ David L. Francis Director August 11, 1997
David L. Francis
/s/ Loren B. Harrell, Jr. Director August 11, 1997
Loren B. Harrell, Jr.
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/s/ William J. Kennedy III Director August 11, 1997
William J. Kennedy III
/s/ H. Joe King, Jr. Director August 11, 1997
H. Joe King, Jr.
/s/ James R. Morton Director August 11, 1997
James R. Morton
/s/ A. Scott Parker, Jr. Director August 11, 1997
A. Scott Parker, Jr.
</TABLE>
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EXHIBITS
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description
<S> <C>
*3(a) Articles of Incorporation of the Registrant, filed as Exhibit 1 to the Registrant's
Form 10 dated March 27, 1984.
*3(b) Bylaws of the Registrant, filed as Exhibit 2 to the
Registrant's Form 10 dated March 27, 1984, as amended by
Amendment to Bylaws of Registrant, filed as Exhibit 3(a)(iii)
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
*4 Specimen certificate of the Registrant's common stock, filed as Exhibit 4 to the
Registrant's Form 10/A dated August 11, 1997.
5 Opinion of Schell Bray Aycock Abel & Livingston P.L.L.C.
23(a) Consent of Deloitte & Touche LLP.
23(b) The consent of Schell Bray Aycock Abel & Livingston P.L.L.C. is contained in
its opinion filed as Exhibit 5.
*99(a) 1997 Stock Option and Restricted Stock Plan filed as Exhibit 10(h) to the
Registrant's Form 10/A dated August 11, 1997.
</TABLE>
* Incorporated by reference to the statement or report indicated.
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Exhibit 5
August 18, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Investors Title Company
Registration Statement on Form S-8
Gentlemen:
We have represented Investors Title Company (the "Registrant"), a North
Carolina corporation, in connection with the registration of 250,000 shares of
Common Stock (the "Shares") issuable pursuant to the Registrant's 1997 Stock
Option and Restricted Stock Plan (the "Plan").
In connection with this Plan, we have examined the Registrant's Charter
and Bylaws, as amended, the Registration Statement on Form S-8 with respect to
such shares, the Plan and such corporate records of the Registrant and questions
of law as we have deemed relevant for the purpose of this opinion. Based upon
such review, we are of the opinion that:
1. All necessary corporate action has been taken to authorize the
issuance of the Shares pursuant to the Plan.
2. When duly issued in accordance with the Plan as contemplated
by the Registration Statement, the Shares will be validly
issued, fully paid and nonassessable shares of Common Stock of
the Registrant.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Securities Act of 1933, as amended.
Very truly yours,
SCHELL BRAY AYCOCK ABEL & LIVINGSTON P.L.L.C.
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Exhibit 23
Independent Auditor's Consent
We consent to the incorporation by reference in this Registration Statement of
Investors Title Company 1997 Stock Option and Restricted Stock Plan on Form S-8
of our reports dated January 29, 1997, appearing in and incorporated by
reference in the Annual Report on Form 10-K of Investors Title Company for the
year ended December 31, 1996.
/s/ DELOITTE & TOUCHE LLP
Raleigh, North Carolina
August 15, 1997
