<PAGE>
As filed with the Securities and Exchange Commission on May 1, 2000.
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
Registration Statement Under The Securities Act of 1933
_______________________
ALFA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 63-0838024
- ------------------------ --------------------------------
(State of Incorporation) (IRS Employer Identification No.)
2108 East South Boulevard
Montgomery, Alabama 36116
(334)288-3900
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Alfa Corporation Employee Stock Purchase Plan
and
Alfa Mutual Insurance Company Restricted Stock Bonus Plan
(Full Title of Plans)
_______________________
Al Scott
Secretary and General Counsel
Alfa Corporation
2108 East South Boulevard
Montgomery, Alabama 36116
(334)288-3900
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
_______________________
Copies to:
Michael D. Waters
Balch & Bingham LLP
No. 2 Dexter Avenue
Montgomery, Alabama 36104-3515
(334)834-6500
_______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
Title of each class Proposed Maximum Proposed Maximum Amount
of Securities Amount to be Offering Price Aggregate of
to be Registered Registered Per Share Offering Price Registration Fee (1)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$1.00 par value 1,000,000 Not Applicable $17,875,000 $4,719
- -----------------------------------------------------------------------------------------------------
(1) Computed in accordance with Rule 457(c) and (h) based upon the market value of Registrant's
common stock at April 26, 2000.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold pursuant to the
employee benefits plans described herein.
=====================================================================================================
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Alfa Corporation with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act");
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year referred to in (a) above; and
(c) The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form S-2 filed April 19, 1988.
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 securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors And Officers.
Article VI of the Registrant's Certificate of Incorporation provides that
to the fullest extent permitted by the Delaware General Corporation Law, a
director of the Registrant shall not be liable to the Registrant 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
Registrant 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 Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit.
1
<PAGE>
Article VI of the Registrant's Certificate of Incorporation provides that
the Registrant shall indemnify any person who was 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
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
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. Under this provision of
the Delaware General Corporation Law, the termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which 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 reasonable cause to
believe that his conduct was unlawful.
With respect to indemnification of officers and directors, Section 145 of
the Delaware General Corporation Law also provides that a corporation shall have
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor 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 the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit 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 except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity of such expenses which the Court of
Chancery or such court shall deem proper.
The Registrant maintains a policy of Directors and Officers liability
insurance on behalf of its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
2
<PAGE>
The following exhibits are filed as a part of this Registration Statement:
Exhibit
Number Description of Exhibits
- ------- -------------------------------------------------------------------
4.1 Alfa Corporation Employee Stock Purchase Plan, contained at Exhibit
A to the registrant's definitive proxy statement dated March 30,
1994, and incorporated herein by reference.
4.2 Amendments to the Alfa Corporation Employee Stock Purchase Plan
contained at Exhibit A to the registrant's definitive proxy
statement dated March 23, 2000, and incorporated herein by
reference.
4.3 Alfa Mutual Insurance Company Restricted Stock Bonus Plan contained
at Exhibit B to the registrant's definitive proxy statement dated
March 23, 2000, and incorporated herein by reference.
23 Consent of KPMG LLP.
24 Power of Attorney contained at the signature page of this
registration statement and incorporated herein by reference.
Item 9. Undertakings
(a) The Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, 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 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change
in the information in the Registration Statement; and
(iii) To include any additional or changed material
information on the plan of distribution;
3
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(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 with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934.
(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.
(b) 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 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.
(c) 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.
4
<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
the requirements for the 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 Montgomery, Alabama, on April 27, 2000.
ALFA CORPORATION
By: /s/ Jerry A. Newby
---------------------------------
Chairman of the Board, CEO and
President
We, the undersigned directors of Alfa Corporation, do hereby constitute
and appoint H. Al Scott our true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for us and in our name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto, and other documents in connection therewith, including any amendments
thereto, with the Securities and Exchange Commission and to file such notices,
reports or registration statements and amendments thereto with any state
securities authority or securities exchange or market, and we do hereby ratify
and confirm all that said attorneys-in-fact and agents, 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 indicated on the dates stated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Jerry A. Newby Chairman of the Board, CEO *
- -------------------------- and President (Principal Executive
Jerry A. Newby Officer)
/s/ J. Donald Price Chief Financial Officer *
- ---------------------------
J. Donald Price
/s/ Boyd E. Christenberry Director *
- ---------------------------
Boyd E. Christenberry
5
<PAGE>
/s/ Steve Dunn Director *
- -----------------------------
Steve Dunn
/s/ C. Lee Ellis Director *
- -----------------------------
C. Lee Ellis
/s/ James I. Harrison, Jr. Director *
- -----------------------------
James I. Harrison, Jr.
/s/ Hal F. Lee Director *
- -----------------------------
Hal F. Lee
/s/ B. Phil Richardson Director *
- -----------------------------
B. Phil Richardson
/s/ John R. Thomas Director *
- -----------------------------
John R. Thomas
/s/ James A. Tolar Director *
- -----------------------------
James A. Tolar
/s/ Russell R. Wiggins Director *
- -----------------------------
Russell R. Wiggins
/s/ Dean Wysner Director *
- -----------------------------
Dean Wysner
* April 27, 2000
6
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
- ------- ------------------------------------------------------------
4.1 Alfa Corporation Employee Stock Purchase Plan, contained at
Exhibit A to the registrant's definitive proxy statement
dated March 30, 1994, and incorporated herein by reference.
4.2 Amendments to the Alfa Corporation Employee Stock Purchase
Plan contained at Exhibit A to the registrant's definitive
proxy statement dated March 23, 2000, and incorporated
herein by reference.
4.3 Alfa Mutual Insurance Company Restricted Stock Bonus Plan
contained at Exhibit B to the registrant's definitive proxy
statement dated March 23, 2000, and incorporated herein by
reference.
23 Consent of KPMG LLP.
24 Power of Attorney contained at the signature page of this
registration statement and incorporated herein by reference.
<PAGE>
EXHIBIT 23
CONSENT OF KPMG LLP
The Board of Directors
Alfa Corporation
We consent to the use of our report incorporated herein by reference.
KPMG LLP
April 28, 2000
