<PAGE> 1
As filed with the Securities and Exchange Commission
on May 9, 1995
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE PIONEER GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-5657669
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
(Address of Principal Executive Offices) (Zip Code)
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
JOSEPH P. BARRI, ESQ.
HALE AND DORR
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(Name and address of agent for service)
(617) 526-6000
(Telephone number, including area code, of agent for service)
<TABLE>
===================================================================
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, 500,000 $25.50(1) $12,750,000(1) $4,397
$.10 par shares
value
</TABLE>
__________________________________________________________________
(1) Estimated solely for the purpose of calculating the
registration fee, and based upon the average of the
high and low prices of the Common Stock on the Nasdaq
National Market on May 2, 1995 in accordance with
Rules 457(c) and 457(h) of the Securities Act of 1933.
===================================================================
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in
documents sent or given to participants in the Registrant's 1995
Employee Stock Purchase Plan pursuant to Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The following documents, which are filed with the
Securities and Exchange Commission (the "Commission"), are
incorporated in this Registration Statement by reference:
(1) The Registrant's latest annual report filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or either (i)
the latest prospectus filed pursuant to Rule 424(b) under the
Securities Act that contains audited financial statements for
the registrant's latest fiscal year for which such statements
have been filed or (ii) the Registrant's effective
registration statement on Form 10 or Form 20-F filed under
the Exchange Act containing audited financial statements for
the Registrant's latest fiscal year.
(2) All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Registrant document referred to in (1) above.
(3) The description of the common stock of the
Registrant, $.10 par value per share (the "Common Stock"),
contained in a registration statement filed under the
Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all shares of Common Stock offered hereby have been
sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of the filing of such
documents.
Item 4. Description of Securities
-------------------------
Not applicable.
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Item 5. Interests of Named Experts and Counsel
--------------------------------------
The legality of the Common Stock being offered by this
Registration Statement will be passed upon by Hale and Dorr (a
partnership which includes professional corporations), 60 State
Street, Boston, Massachusetts 02109. John F. Cogan, Jr.,
President and a Director of the Registrant, is the Chairman and a
partner of Hale and Dorr, and Joseph P. Barri, Secretary of the
Registrant, is a partner of Hale and Dorr. As of the date of this
Registration Statement, partners of Hale and Dorr directly or
indirectly beneficially own approximately 3,751,255 shares of
Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 102(b)(7) of the Delaware General Corporation
Law permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal
benefit.
Section 145 of the Delaware General Corporation Law
provides that a corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by
or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the
corporation, or is or was serving at its request in such capacity
in another corporation or business association, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. Section 145 provides that termination
of any action by judgment, settlement, conviction, or plea of NOLO
CONTENDERE shall not itself create a presumption that the person
did not act in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the
Registrant and, in the case of any criminal proceeding, had reason
to believe that his conduct was not unlawful. In the case of an
action by or in the right of a corporation, no indemnification
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shall be made if the person was adjudged to be liable to the
corporation, unless the Court of Chancery of Delaware or the court
in which the action was brought determines that, despite the
adjudication of liability but in view of all the circumstances in
the case, such person is entitled to indemnification for such
expenses that the court deems proper.
Article SEVENTH (Part One) of the Registrant's
Certificate of Incorporation provides that no director of the
Registrant shall be liable for monetary damages for any breach of
fiduciary duty, except to the extent that the Delaware General
Corporation Law prohibits the elimination or limitation of
liability of directors for breach of fiduciary duty. Article
SEVENTH (Part Two) of the Registrant's Certificate of
Incorporation requires the Registrant to indemnify any director,
officer, trustee or other person that it shall have the power to
indemnify against any expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement to the maximum
extent permitted from time to time under the Delaware General
Corporation law, as amended.
The Registrant has purchased a general liability
insurance policy which covers certain liabilities of directors and
officers of the Registrant arising out of claims based on acts or
omissions in their capacity as directors or officers.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
Item 9. Undertakings
------------
1. The 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;
(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
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amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
2. The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) 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.
3. Insofar as indemnification for liabilities arising
under the Securities Act 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 Commission such indemnification is against public
policy as expressed in the Securities 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
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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
Securities Act and will be governed by the final adjudication of
such issue.
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<PAGE> 7
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 Boston,
Massachusetts on the 4th day of May, 1995.
THE PIONEER GROUP, INC.
By: /s/ William H. Keough,
----------------------------
William H. Keough,
Senior Vice President,
Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of The Pioneer Group
hereby severally constitute John F. Cogan, Jr., William H. Keough,
Robert P. Nault and Joseph P. Barri, and each of them singly, our
true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any
and all subsequent amendments to said Registration Statement, and
generally to do all such things in our names and behalf in our
capacities as officers and directors to enable The Pioneer Group,
Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they
may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
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<PAGE> 8
<TABLE>
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John F. Cogan, Jr. President and Director May 4, 1995
---------------------- (Principal Executive
John F. Cogan, Jr. Officer)
/s/ William H. Keough Senior Vice President, May 4, 1995
---------------------- Treasurer and Chief
William H. Keough Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Robert L. Butler Director May 4, 1995
----------------------
Robert L. Butler
/s/ Philip L. Carret Director May 4, 1995
----------------------
Philip L. Carret
/s/ Maurice Engleman Director May 4, 1995
----------------------
Maurice Engleman
/s/ Jaskaran S. Teja Director May 4, 1995
----------------------
Jaskaran S. Teja
/s/ David D. Tripple Director May 4, 1995
----------------------
David D. Tripple
/s/ John H. Valentine Director May 4, 1995
----------------------
John H. Valentine
</TABLE>
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<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit Sequential
Number Description Page No.
------- ----------- ----------
<S> <C> <C>
4.1 (1) Specimen Certificate of Common Stock
of the Registrant
5.1 Opinion of Hale and Dorr
23.1 Consent of Hale and Dorr (included in
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on the signature
page of this Registration Statement)
<FN>
______________________
(1) Incorporated herein by reference from the Registrant's
Registration Statement on Form S-8 (Registration No. 33-
61932)
</TABLE>
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<PAGE> 1
EXHIBIT 5.1
-----------
HALE AND DORR
COUNSELLORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 * FAX 617-526-5000
May 4, 1995
The Pioneer Group, Inc.
60 State Street
Boston, Massachusetts 02109
Re: 1995 Employee Stock Purchase Plan
---------------------------------
Ladies and Gentlemen:
We have assisted in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission relating to 500,000
shares of Common Stock, $.10 par value per share (the "Shares"),
of The Pioneer Group, Inc., a Delaware corporation (the
"Company"), issuable under the Company's 1995 Employee Stock
Purchase Plan (the "Plan").
We have examined the Restated Certificate of Incorporation of
the Company, as amended, the By-Laws of the Company, as amended,
and originals, or copies certified to our satisfaction, of all
pertinent records of the meetings of the directors and
stockholders of the Company, the Registration Statement and such
other documents relating to the Company as we have deemed material
for the purposes of this opinion.
In examination of the foregoing documents, we have assumed
the genuineness of all signatures and the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such
latter documents.
Based on the foregoing, we are of the opinion that the
Company has duly authorized for issuance the Shares, and such
Shares, when issued in accordance with the terms of the Plan, will
be legally issued, fully paid and nonassessable.
WASHINGTON, DC BOSTON, MA MANCHESTER, NH
- --------------------------------------------------------------------------------
HALE AND DORR IS A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
<PAGE> 2
The Pioneer Group, Inc.
May 4, 1995
Page 2
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the
Registration Statement.
Very truly yours,
/s/ Hale and Dorr
________________________________
HALE AND DORR
<PAGE> 1
EXHIBIT 23.2
------------
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated March 10, 1995 included in The Pioneer Group, Inc. Form
10-K for the year ended December 31, 1994 and to all references to our
firm included in this registration statement.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 4, 1995
