As filed with the Securities and Exchange Commission on July 23, 1997
Registration No. 333-_____
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)
1997 STOCK INCENTIVE PLAN
(Full Title of the Plan)
ROBERT P. NAULT, ESQ.
THE PIONEER GROUP, INC.
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(Name and Address of Agent for Service)
(617) 742-7825
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share Offering Price Registration Fee
- ---------------- ------------- --------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
Common Stock, $0.10 1,500,000 shares $24.25(1) $36,375,000 $11,023
par 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 July 18, 1997 in accordance with Rules 457(c)
and 457(h) of the Securities Act of 1933.
<PAGE>
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 1997 Stock Incentive 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 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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<PAGE>
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 LLP, 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 LLP, and Joseph P.
Barri, Secretary of the Registrant, is a partner of Hale and Dorr LLP. As of the
date of this Registration Statement, partners of Hale and Dorr LLP directly or
indirectly own of record approximately 3,293,000 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 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.
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<PAGE>
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 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 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.
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<PAGE>
(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 undersigned 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
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>
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 15th day of July, 1997.
THE PIONEER GROUP, INC.
/s/William H. Keough
By:
----------------------------
William H. Keough,
Senior Vice President,
Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of The Pioneer Group, Inc.
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>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/John F. Cogan, Jr.
________________________ President and Director July 15, 1997
John F. Cogan, Jr. (Principal Executive Officer)
/s/William H. Keough
________________________ Senior Vice President, Treasurer and Chief July 15, 1997
William H. Keough Financial Officer (Principal Financial and
Accounting Officer)
/s/Robert L. Butler
________________________ Director July 15, 1997
Robert L. Butler
/s/Maurice Engleman
________________________ Director July 15, 1997
Maurice Engleman
/s/Alan J. Strassman
________________________ Director July 15, 1997
Alan J. Strassman
/s/Jaskaran S. Teja
________________________ Director July 15, 1997
Jaskaran S. Teja
/s/David D. Tripple
________________________ Director July 15, 1997
David D. Tripple
/s/John H. Valentine
________________________ Director July 15, 1997
John H. Valentine
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1(1) Specimen Certificate of Common Stock
of the Registrant
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (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)
- -------------
(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-8 (Registration No. 33-61932)
-8-
Exhibit 5.1
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
July 22, 1997
The Pioneer Group, Inc.
60 State Street
Boston, Massachusetts 02109
Re: 1997 Stock Incentive 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 1,500,000 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 1997 Stock Incentive 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.
<PAGE>
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 LLP
---------------------
HALE AND DORR LLP
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 reports dated February 21, 1997
incorporated by reference in The Pioneer Group, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1996 and to all references to our Firm
included in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
July 22, 1997
