The Registrant requests that the Registration Statement become effective
immediately upon filing pursuant to Securities Act Rule 462.
As filed with the Securities and Exchange Commission on April 17, 1996
Registration No. 333-
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------
WARNER INSURANCE SERVICES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-2698053
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18-01 Pollitt Drive, Fair Lawn, New Jersey 07410
(Address of Principal Executive Offices) (Zip Code)
WARNER INSURANCE SERVICES, INC.
1995 EMPLOYEE STOCK OPTION PLAN
1994 STOCK OPTION PLAN FOR INDEPENDENT DIRECTORS
(Full title of the plans)
Alfred J. Moccia
President and Chief Executive Officer
Warner Insurance Services, Inc.
18-01 Pollitt Drive
Fair Lawn, New Jersey 07410
(Name and address of agent for service)
(201) 794-4800
(Telephone number, including area code, of agent for service)
With a copy to:
Leonard Gubar, Esq.
Reid & Priest LLP
40 West 57th Street
New York, New York 10019
(212) 603-2000
=========================================================================
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------
Title Proposed Proposed
of maximum maximum Amount
securities Amount offering aggregate of
to be to be price offering registration
registered registered(1) per share price fee
Common Stock 737,325 shs. $4.06(2) $2,993,539.50(3) $1,032.26(3)
-------------------------------------------------------------------------
Common Stock 112,675 shs. $1.75(4) $197,181.25(5) $68.00(5)
-------------------------------------------------------------------------
Common Stock 50,000 shs. $2.54(6) $170,200.00(7) $58.69(7)
-------------------------------------------------------------------------
900,000 shs. $3,360,920.50 $1,158.95
=========================================================================
(1) In addition, pursuant to Rule 416(a), this Registration Statement also
covers such indeterminate number of shares as may become subject to
options under the Warner Insurance Services, Inc. 1995 Employee Stock
Option Plan (the "1995 Plan") and the Warner Insurance Services, Inc.
1994 Stock Option Plan for Independent Directors (the "1994 Plan") as
a result of the adjustment provisions contained therein.
(2) The proposed maximum offering price per share was calculated pursuant
to Rule 457(c) using the average of the bid and asked prices of the
Common Stock as quoted on the NASD OTC Bulletin Board on April 12,
1996.
(3) The amount of the registration fee for shares of Common Stock issuable
with respect to options that may be granted in the future under the
1995 Plan was calculated pursuant to Rule 457(c) using the average of
the bid and asked prices of the Common Stock as quoted on the NASD OTC
Bulletin Board on April 12, 1996. None of the options granted under
the 1995 Plan has been exercised.
(4) The proposed maximum offering price per share was calculated pursuant
to Rule 457(h) based upon the average exercise price at which such
outstanding options to purchase shares of Common Stock under the 1995
Plan may be exercised.
(5) The amount of the registration fee for shares of Common Stock issuable
upon exercise of outstanding options under the 1995 Plan was
calculated pursuant to Rule 457(h) using the prices at which such
options may be exercised.
(6) The proposed maximum offering price per share was calculated pursuant
to Rule 457(h) based upon the average exercise price at which such
outstanding options to purchase shares of Common Stock under the 1994
plan may be exercised.
(7) The amount of the registration fee for shares of Common Stock issuable
upon exercise of outstanding options under the 1994 Plan was
calculated pursuant to Rule 457(h) using the prices at which such
options may be exercised.
<PAGE>
PART I*
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
----------------
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
-----------------------------------------------------------
---------------
* Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
Note to Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
Each of the following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") is incorporated
herein by reference.
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, filed on January 24, 1985
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendments or reports 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 after the effective
date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the respective dates 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 validity of the issuance of the
securities offered hereby will be passed upon by Reid & Priest LLP, New
York, New York. Leonard Gubar, a member of such firm, is a member of the
Board of Directors of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
The Registrant is a Delaware corporation. The Registrant's
Certificate of Incorporation, as amended, and By-Laws, as amended, provide,
in part, that the Registrant shall indemnify its directors, officers,
employees and agents to the fullest extent permitted by the Delaware
General Corporation Law ("DGCL").
The DGCL permits Delaware corporations to indemnify their directors
and officers against all reasonable expenses incurred in the defense of any
lawsuit to which they are made parties by reason of being directors or
officers, in cases of successful defense, and against such expenses in
other cases, subject to specified conditions and exclusions. Such
indemnification is not exclusive of any other rights to which those
indemnified may be entitled under any by-law, agreement, vote of
stockholders or otherwise.
The DGCL contains a provision eliminating the personal liability of a
director to a corporation or its stockholders for monetary damages for
breach of, or failure to perform, any duty resulting solely from his status
as a director, except with respect to (a) willful failure to deal fairly
with the corporation or its stockholders where a director has a material
conflict of interest, (b) a violation of criminal law unless the director
had reasonable cause to believe his conduct was lawful, (c) a transaction
yielding an improper personal profit, and (d) willful misconduct. The
foregoing statute also is inapplicable to situations wherein a director has
voted for, or assented to the declaration of, a dividend, repurchase of
shares, distribution, or the making of a loan to an officer or director, in
each case where the same occurs in violation of applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not Applicable.
ITEM 8. EXHIBITS
--------
The following Exhibits are filed as part of this Registration
Statement:
Exhibit No. Description
----------- -----------
4(a)(1) Warner Insurance Services, Inc. 1995 Employee Stock
Option Plan [incorporated by reference to
Exhibit 10(o)(1) to the Registrant's Annual Report on
Form 10-K (Commission File No. 0-13124) filed on
April 17, 1995].
4(a)(2) Form of Non-Qualified Stock Option Agreement pursuant
to the 1995 Employee Stock Option Plan [incorporated by
reference to Exhibit 10(o)(3) to the Registrant's
Annual Report on Form 10-K (Commission File No. 0-
13124) filed on April 17, 1995].
4(a)(3) Form of Incentive Stock Option Agreement pursuant to
the 1995 Employee Stock Option Plan [incorporated by
reference to Exhibit 10(o)(2) to the Registrant's
Annual Report on Form 10-K (Commission File No. 0-
13124) filed on April 17, 1995].
4(a)(4) Warner Insurance Services, Inc. 1994 Stock Option Plan
for Independent Directors [incorporated by reference to
Exhibit 10(n)(1) to the Registrant's Annual Report on
Form 10-K (Commission File No. 0-13124) filed on April
17, 1995].
5* Opinion of Reid & Priest LLP
23(a)* Consent of Ernst & Young LLP
23(b)* Consent of Reid & Priest LLP (included in Exhibit 5)
24* Power of Attorney (included on signature page)
99* Additional Exhibits (Calculation of Fee and Offering
Price)
ITEM 9. UNDERTAKINGS
------------
(a) 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;
--------------
* Filed herewith.
<PAGE>
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(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 (a)(1)(i) and (a)(1)(ii) of this
-------- -------
section do not apply if the Registration Statement is on Form S-3, Form S-8
or Form F-3, and 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 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 posteffective 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.
(b) The undersigned Registrant hereby undertakes that, for 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.
(h) 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.
<PAGE>
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 Fair Lawn, State of New Jersey,
on the 15th day of April, 1996.
WARNER INSURANCE SERVICES, INC.
By: /s/ Alfred J. Moccia
-----------------------------------
Alfred J. Moccia
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose
signature appears below constitutes and appoints Alfred J. Moccia and
Leonard Gubar, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution, to sign in any and all
capacities any or all amendments including all post-effective amendments
to this Registration Statement and to file the same with all exhibits
thereto and other documents in connection therewith with the Securities
and Exchange Commission, granting to such attorneys-in-fact and agents,
and each of them, full power and authority to do all such other acts
and execute all such other documents as they, or any of them, may deem
necessary or desirable in connection with the foregoing, as fully as the
undersigned might or could do in person, hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their
substitutes may lawfully do or cause to be done by virtue hereof.
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.
Signature Title Date
--------- ----- ----
/s/ Alfred J. Moccia
---------------------- President, Chief Executive April 15, 1996
Alfred J. Moccia Officer and Director
(Principal Executive
Officer)
/s/ Raul F. Calvo
---------------------- Vice President April 15, 1996
Raul F. Calvo (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Harvey Krieger
---------------------- Chairman of the Board April 15, 1996
Harvey Krieger and Director
/s/ Leonard Gubar
---------------------- Director April 15, 1996
Leonard Gubar
/s/ Peter R. Lasusa
---------------------- Director April 15, 1996
Peter R. Lasusa
/s/ Pamela J. Newman
---------------------- Director April 15, 1996
Pamela J. Newman
/s/ James R. Stallard
---------------------- Director April 15, 1996
James R. Stallard
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit Number Description of Exhibit Page
-------------- ---------------------- ----
4(a)(1) Warner Insurance Services, Inc. 1995 Employee
Stock Option Plan [incorporated by reference
to Exhibit 10(o)(1) to the Registrant's
Annual Report on Form 10-K (Commission File
No. 0-13124) filed on April 17, 1995]
4(a)(2) Form of Non-Qualified Stock Option Agreement
pursuant to the 1995 Employee Stock Option Plan
[incorporated by reference to Exhibit 10(o)(3)
to the Registrant's Annual Report on Form 10-K
(Commission File No. 0-13124) filed on
April 17, 1995]
4(a)(3) Form of Incentive Stock Option Agreement
pursuant to the 1995 Employee Stock Option Plan
[incorporated by reference to Exhibit 10(o)(2)
to the Registrant's Annual Report on Form 10-K
(Commission File No. 0-13124) filed on
April 17, 1995]
4(a)(4) Warner Insurance Services, Inc. 1994 Stock
Option Plan for Independent Directors
[incorporated by reference to Exhibit 10(n)(1)
to the Registrant's Annual Report on Form 10-K
(Commission File No. 0-13124) filed on
April 17, 1995]
5 Opinion of Reid & Priest LLP
23(a) Consent of Ernst & Young LLP
23(b) Consent of Reid & Priest LLP
(included in Exhibit 5)
99 Additional Exhibits (Calculation of
Fee and Offering Price)
Exhibit 5
REID & PRIEST LLP
40 West 57th Street
New York, NY 10019-4097
Telephone 212 603-2000
Fax 212 603-2001
New York, New York
April 16, 1996
Warner Insurance Services, Inc.
18-01 Pollitt Drive
Fair Lane, New Jersey 07410
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as counsel to Warner Insurance
Services, Inc., a Delaware corporation (the "Registrant"),
in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-8 (the "Registration
Statement"), with respect to the registration under the
Securities Act of 1933, as amended (the "Act"), of a total
of 900,000 shares of the Registrant's common stock, $.01
par value per share (the "Shares"), issuable upon the
exercise of options (the "Options") granted or to be
granted pursuant to the Registrant's 1995 Employee Stock
Option Plan (the "1995 Plan") and the Registrant's 1994
Stock Option Plan for Independent Directors (the "1994
Plan").
For purposes of this opinion we have examined the
Registration Statement, the Certificate of Incorporation,
as amended, and the By-Laws, as amended, of the Registrant,
the 1995 Plan and the 1994 Plan and such other documents,
records, agreements, proceedings and legal matters as we
have deemed necessary to examine. With respect to any
documents, records or agreements (collectively, the
"Documents") that we have examined, we have assumed the
genuineness of all signatures on, and the authenticity of,
all Documents submitted to us as originals, and the
conformity to the originals of all Documents submitted to
us as certified or photostatic copies.
Based upon the foregoing and subject to the
qualifications stated herein we are of the opinion that:
1. The Registrant is a corporation duly
incorporated, validly existing and in good standing under
the laws of the State of Delaware.
2. The Shares included in the Registration
Statement that are to be issued upon the exercise of the
Options granted or to be granted pursuant to the 1995 Plan
and the 1994 Plan will be duly authorized and validly
issued, and fully paid and non-assessable when the Options
shall have been properly exercised and the exercise price
shall have been paid for the Shares in accordance with the
terms of the 1995 Plan and the 1994 Plan, respectively.
Leonard Gubar, a member of this firm, is a
director of the Registrant.
We are members of the Bar of the State of New
York and do not hold ourselves out as experts concerning,
or qualified to render opinions with respect to, any laws
other than the laws of the State of New York, the federal
laws of the United States of America and the General
Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion
with the Commission as Exhibit 5 to the Registration
Statement. In giving the foregoing consent, we do not
thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules
and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Reid & Priest LLP
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Warner
Insurance Services, Inc. 1995 Employee Stock Option Plan and 1994
Stock Option Plan for Independent Directors of our report dated
April 4, 1996, with respect to the consolidated financial
statements and schedule of Warner Insurance Services, Inc.
included in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Hackensack, New Jersey
April 16, 1996
EXHIBIT 99
CALCULATION OF FEE AND OFFERING PRICE
Rule 457(c)
Avg. of bid and asked prices = $4.25 + $3.875 = $4.06
---------------
(April 12, 1996) 2
Number of Shares to be Registered 737,325
Proposed Maximum Aggregate Offering Price $2,993,539.50
=============
1/29th of 1% x 1/2,900
---------
Registration Fee = $1,032.26
=========
Proposed Maximum Offering Price Per Share = $4.06
per share
=========
<PAGE>
CALCULATION OF FEE AND OFFERING PRICE
(continued)
Rule 457(h)
$ 1.75 x 112,675 = $ 197,181.25
Proposed Maximum Aggregate Offering Price $ 197,181.25
=============
x 1/29th of 1% x 1/2900
---------
Registration Fee = $ 68.00
===========
Proposed Maximum Offering Price
Per Share $ 197,181.25
112,675 shares
= $1.75 per share
===============
$ 3.13 x 40,000 = $ 125,200.00
$ 4.50 x 10,000 = 45,000.00
------ -------------
50,000
Proposed Maximum Aggregate Offering Price $ 170,200.00
=============
x 1/29th of 1% x 1/2900
---------
Registration Fee = $ 58.69
===========
Proposed Maximum Offering Price
Per Share $ 170,200.00
50,000 shares
= $2.54 per share
===============
