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As filed with the Securities and Exchange Commission on May 19, 1999
Registration No. 333-________
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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, FLOOR, BOSTON, MASSACHSETTS 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)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<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,
$.10 par value 1,500,000 shares $17.75(1) $26,625,000(1) $7,402
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee,
and based on the average of the high and low prices of the Common Stock
on the Nasdaq National Market on May 14, 1999 in accordance with Rules
457(c) and 457(h) under the Securities Act of 1933.
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Statement of Incorporation by Reference
This Registration Statement on Form S-8 incorporates by reference the
contents of Registration Statement on Form S-8, File No. 333-31847, filed by the
Registrant on July 23, 1997, relating to the Registrant's 1997 Stock Incentive
Plan.
1
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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 Boston, Massachusetts on May 18, 1999.
THE PIONEER GROUP, INC.
By: /s/ John F. Cogan, Jr.
------------------------------------
John F. Cogan, Jr.
President,
Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
We, the undersigned officers and directors of The Pioneer Group, Inc.
hereby severally constitute John F. Cogan, Jr., John A. Boynton and Robert P.
Nault, 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.
2
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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.
Signature Title Date
--------- ----- ----
/s/ John F. Cogan, Jr. Chairman of the Board May 18, 1999
- --------------------------- of Directors, Chief
John F. Cogan, Jr. Executive Officer and
President (Principal
Executive Officer)
/s/ John A. Boynton John A. Boynton May 18, 1999
- --------------------------- (Principal Financial and
John A. Boynton Accounting Officer)
/s/ Robert L. Butler Director May 18, 1999
- ---------------------------
Robert L. Butler
/s/ Maurice Engleman Director May 18, 1999
- ---------------------------
Maurice Engleman
/s/ Alan J. Strassman Director May 18, 1999
- ---------------------------
Alan J. Strassman
/s/ Jaskaran S. Teja Director May 18, 1999
- ---------------------------
Jaskaran S. Teja
/s/ David D. Tripple Director May 18, 1999
- ---------------------------
David D. Tripple
/s/ John H. Valentine Director May 18, 1999
- ---------------------------
John H. Valentine
3
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 Specimen Certificate of Common Stock, $.10 par value per
share, of the Registrant is incorporated herein by reference
to Exhibit 4.1 to the Registrant's Registration Statement on
Form S-8 (File No. 33-61932)
5.1 Opinion of Hale and Dorr LLP
23 Consent of Arthur Andersen LLP, independent auditors
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included in the signature pages of this
Registration Statement)
4
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EXHIBIT 5.1
HALE AND DORR LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
May 19, 1999
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 under the Securities Act of 1933, as amended (the "Securities Act"),
relating to an aggregate of 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, as amended
(the "Plan").
We have examined the Certificate of Incorporation, as amended, of the
Company, and the By-Laws, as amended, of the Company, 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 our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer
and sale of the Shares in accordance with the Plan, to register and qualify the
Shares for sale under all applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of The Commonwealth of Massachusetts, the
Delaware General Corporation Law statute and the federal laws of the United
States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, when the Shares are issued
and paid for
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in accordance with the terms and conditions of the Plan, the Shares will be
validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein under the caption "Interests of Named Experts and Counsel." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ HALE AND DORR LLP
HALE AND DORR LLP
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Exhibit 23
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 February 2, 1999
(except for the matters discussed in note 16, as to which date is March 18,
1999) included in The Pioneer Group, Inc.'s Form 10-K for the year ended
December 31, 1998 and to all references to our Firm included in this
registration statement.
/s/ Arthur Anderson LLP
Boston, Massachusetts
May 18, 1999
