As Filed With the Securities and Exchange Commission on
July 3, 1996
Registration No. 33-67180
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________________
ACCEPTANCE INSURANCE COMPANIES INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 31-0742926
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
222 South 15th Street
Suite 600 North
Omaha, Nebraska 68102
(Address of Principal Executive (Zip Code)
Offices)
1992 Incentive Stock Option Plan for
Acceptance Insurance Companies Inc.
(f/k/a Stoneridge Resources, Inc.)
Employee Stock Purchase Plan for
Acceptance Insurance Companies Inc.
(f/k/a Stoneridge Resources, Inc.)
1987 Employee Stock Option Plan of
Acceptance Insurance Companies Inc.
(f/k/a Stoneridge Resources, Inc.)
Donn E. Davis, Esq.
Sylvester J. Orsi, Esq.
Crosby, Guenzel, Davis, Kessner & Kuester
134 South 13th Street, Suite 400
Lincoln, Nebraska 68508
(402) 434-7300
(Name, Address, Including Zip Code,
and Telephone Number,
Including Area Code, of Agent For Service)
__________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Maximum Maximum
Class of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Unit(1) Price(1) Fee
- ------------- ---------- ----------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock,
Par Value
$.40 per
share
Reserved for
Issuance
Pursuant to:
(a) 1992 575,000 $16.813 $9,667,475 $435(2)
Incentive
Stock Option
Plan
(b) Employee 500,000 (3) (3) (3)
Stock
Purchase Plan
(c) Stock 72,500 (3) (3) (3)
Option
Agreements
Between
Acceptance
Insurance
Companies
Inc. and
Kenneth C.
Coon, William
J. Gerber and
Georgia M.
Mace,
Respectively
(d) Stock 62,210 (3) (3) (3)
Option
Agreements
Between
Acceptance
Insurance
Companies
Inc. (F/K/A)
Stoneridge
Resources,
Inc. and
Thomas L.
Kelly and
Robert W.
Anestis,
Respectively
(e) 1987 Stock 43,000 (3) (3) (3)
Option Plan
TOTAL $435
REGISTRATION
FEE
- ---------------
<FN>
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c).
(2) Fee owed only on additional 75,000 shares; 500,000 shares
were previously registered in this Registration Statement on
August 9, 1993.
(3) No fee owed as these shares previously were registered in
the Company's Registration Statement on Form S-8 (File No.
33-67180), dated August 9, 1993.
</FN>
</TABLE>
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by
the Company (File No. 1-7461) are incorporated into this
Registration Statement by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
2. The Company's Quarterly Report on Form 10-Q for the three
months ended March 31, 1996;
3. The Company's Form 10 filed December 23, 1969; and
4. All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of The
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this post-effective
amendment to Registration Statement and prior to the
termination of the offering of the Company's common stock,
par value $.40 per share (the "Common Stock") covered by
this Registration Statement shall be deemed to be
incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of each such
document.
<PAGE>
Item 4. Description of Securities.
The class of securities to be offered are registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the Common Stock
being registered will be passed upon by Crosby, Guenzel, Davis,
Kessner & Kuester, Lincoln, Nebraska ("Crosby Guenzel"), counsel
to the Company. A partner of Crosby Guenzel serves as the
Secretary and General Counsel of the Company.
Item 6. Indemnification of Directors and Officers.
Delaware General Corporation Law.
The General Corporation Law of Delaware ("Delaware
Law") under which the Company is incorporated, permits the
Company to indemnify each of its directors and officers against
expenses (including attorney fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or her
in connection with litigation or similar proceedings by reason of
serving in such capacities if the person acted in good faith and
in a manner the person reasonably believed to be in or not
opposed to the best interest of the Company and, with respect to
criminal actions or proceedings, was not unlawful.
Restated Certificate of Incorporation.
The Company's Restated Certificate of Incorporation
generally provides that directors and officers will be
indemnified to the fullest extent permissible under Delaware Law
against all expenses (including amounts paid in settlement)
incurred in any proceeding in which they were a party because of
their position as a director or officer of the Company or because
they served at the request of the Company as a director, officer,
employee or agent of another corporation or entity.
The general effect of the indemnification provisions of
the Restated Certificate of Incorporation and the Delaware Law is
that the Company must pay for all expense, liability or loss
reasonably incurred by its directors and officers in any action
in which they are a party or threatened to be made a party or
involved by reason of the fact that they are directors or
officers of the Company or were serving at the request of the
Company as a director, officer, employee or agent of another
entity, except where a court determines that such indemnification
is not permissible or that the person seeking indemnification is
not entitled to indemnification. The Company is prohibited from
making payment for indemnification on account of any matter: (i)
regarding remuneration paid to such person if the remuneration
was in violation of law; (ii) for an accounting of profits made
from the purchase or sale by such person of securities of the
Company in violation of Section 16(b) of the Exchange Act; (iii)
brought about or contributed to by the dishonesty of such person
if a court establishes that acts of active and deliberate
dishonesty were committed or attempted by such person with actual
dishonest purpose and intent and were material to the
adjudication; (iv) attributable to such person having gained any
personal profit or advantage to which he or she was not entitled;
or (v) in respect of which any final decision by a court having
competent jurisdiction or other final adjudication shall
determine that indemnification is not lawful. The Company's
obligation includes the payment in advance of the final
disposition of a proceeding of expenses incurred by a director or
officer in defending such proceeding upon the receipt from such
director or officer of an undertaking to repay such expenses if
it is ultimately determined that such officer or director is not
entitled to indemnification. Directors and officers are entitled
to bring suit against the Company, at the Company's expense if
successful, for failure to make a requested indemnification. The
indemnification obligations of the Company may be funded through
insurance or otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirement for
filing on Form S-8 and has duly caused this post-effective
amendment to Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Omaha,
State of Nebraska on the 3rd day of July, 1996.
ACCEPTANCE INSURANCE COMPANIES INC.
/s/ Kenneth C. Coon
By _____________________________________
Kenneth C. Coon
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, as amended, this post-effective amendment to Registration
Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES CAPACITY DATE
/s/ Kenneth C. Coon
__________________________ Chairman, Chief July 3, 1996
Kenneth C. Coon Executive Officer
and Director
/s/ Georgia M. Mace
__________________________ Chief Financial July 3, 1996
Georgia M. Mace Officer and
Treasurer
*
__________________________ Director July 3, 1996
Jay A. Bielfield
*
__________________________ Director July 3, 1996
Edward W. Elliott, Jr.
*
__________________________ Director July 3, 1996
Robert LeBuhn
*
__________________________ Director July 3, 1996
Michael R. McCarthy
/s/ John P. Nelson
__________________________ Director July 3, 1996
John P. Nelson
<PAGE>
*
__________________________ Director July 3, 1996
R. L. Richards
*
__________________________ Director July 3, 1996
David L. Treadwell
*
__________________________ Director July 3, 1996
Doug T. Valassis
/s/ Donn E. Davis
*By:___________________________________
Donn E. Davis, Attorney-in-fact,
pursuant to powers of attorney
filed as part of this registration
statement.
<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION
4.1 Amended 1992 Incentive Stock Option Plan for Stoneridge
Resources, Inc., dated May 24, 1994. Incorporated by
reference to Registrant's definitive Proxy Statement
filed April 30, 1996.
4.2* Employee Stock Purchase Plan for Stoneridge Resources,
Inc. dated September 22, 1992.
4.3* Stock Option Agreement, effective January 27, 1993,
between Acceptance Insurance Companies Inc. and
Kenneth C. Coon.
4.4* Stock Option Agreement, effective January 27, 1993,
between Acceptance Insurance Companies Inc. and
William J. Gerber.
4.5* Stock Option Agreement, effective January 27, 1993,
between Acceptance Insurance Companies Inc. and
Georgia M. Mace.
4.6* 1987 Employee Stock Option Plan of Stoneridge
Resources, Inc., as amended.
5.1* Opinion of Crosby Guenzel with respect to the legality
of the Common Stock to be registered hereunder dated
August 5, 1993.
5.2 Opinion of Crosby Guenzel with respect to the legality
of the additional 75,000 shares of Common Stock
registered in this Post-effective Amendment to
Registration Statement No. 33-67180.
23.1 Consent of Deloitte & Touche.
23.2* Consent of Crosby Guenzel (contained in legal opinion
dated August 5, 1993).
23.3 Consent of Crosby Guenzel (contained in Exhibit 5.2).
24* Powers of Attorney.
*Previously filed.
EXHIBIT 5.2
CROSBY, GUENZEL, DAVIS,
KESSNER & KUESTER
134 South 13th Street, Suite 400
Lincoln, Nebraska 68508
Tel: 001-402-434-7300
Fax: 011-402-434-7303
July 3, 1996
Acceptance Insurance Companies Inc.
Suite 600 North
222 South 15th Street
Omaha, NE 68102
Gentlemen/Ladies:
We have acted as counsel for Acceptance Insurance Companies Inc.,
a Delaware corporation ("Acceptance"), in connection with the
Post-effective Amendment No. 1 to Registration Statement No.
33-67180 on Form S-8 (the "Registration Statement") which is
being filed with the Securities and Exchange Commission pursuant
to the securities Act of 1933, as amended, covering 75,000 shares
of common stock, par value $.40 per share of Acceptance, which
may be issued by Acceptance pursuant to its 1992 Incentive Stock
Option Plan. (All such shares collectively referred to here as
the "Shares.")
In such capacity we have reviewed this Post-effective Amendment
No. 1, the foregoing Plan, as amended to date, the corporate
proceedings of Acceptance with respect to the authorization and
approval of the Plan relating to the shares covered by this Post-
effective Amendment No. 1, as amended to date, and the issuance
of the Shares, and such other documents and records as we have
deemed necessary as a basis for our opinion set forth below.
Based on the foregoing, we are of the opinion that the Shares,
when issued pursuant to the Agreements, will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.2 to
the Registration Statement and to the use of our name in the
<PAGE>
Registration Statement under the heading "Item 5. Interests of
Named Experts and Counsel."
Sincerely yours,
CROSBY, GUENZEL, DAVIS,
KESSNER & KUESTER
/s/ Sylvester J. Orsi
By
Sylvester J. Orsi
SJO:eak/accept/secfile/s8a1iso5
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Acceptance Insurance Companies Inc. on Form S-8 of
our reports dated March 12, 1996, (which expresses an unqualified
opinion and includes an explanatory paragraph relating adoption
of a new accounting policy) appearing in the Annual Report on
Form 10-K of Acceptance Insurance Companies Inc. for the year
ended December 31, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
June 24, 1996
