REGISTRATION NO.
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ORION CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 95-6069054
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9 Farm Springs Road, Farmington, Connecticut 06032-2504
(Address of Principal Executive Offices) (Zip Code)
Orion Capital
401K and Profit Sharing Plan
(formerly the Orion Capital Corporation
Employees' Stock Savings and Retirement Plan)
(Full Title of Plan)
John J. McCann
Executive Vice President and Chief Legal Officer
Orion Capital Corporation
9 Farm Springs Road
Farmington, Connecticut 06032-2504
(Name and Address of Agent for Service)
(860) 674-6600
(Telephone Number, Including Area Code, of Agent of Service)
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CALCULATION OF REGISTRATION FEE
- ---------------- -------------- ---------------- ------------------ ------------
Title of Proposed Maximum Proposed Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Offering Registration
Registered Registered (1) Per Share (2) Price Fee
- ---------------- -------------- ---------------- ------------------ ------------
Common Stock, 2,000,000 $58.031 $116,062,500 $34,238.44
$1.00 par value
per share
- ---------------- -------------- ---------------- ------------------ ------------
(1) The 2,000,000 shares of Common Stock being registered hereby will be
issuable from time to time by Orion Capital Corporation (the "Company") to
employees of the Company participating in the Company's 401K and Profit
Sharing Plan. In addition to the 200,000 shares of Common stock indicated
above, pursuant to Rule 416 under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement also covers an
indeterminate number of shares of Common Stock which may be issuable as a
result of anti-dilution adjustments made under the 401K and Profit Sharing
Plan and pursuant to the Company's stockholder rights plan.
(2) The maximum offering price per share used to calculate the registration
fee with respect to the 2,000,000 shares of Common Stock issuable under
the 401K and Profit Sharing Plan was estimated pursuant to Rule 457(h)
under the Securities Act using the average of the high and low prices per
share of the Common Stock reported on the New York Stock Exchange on July
9, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Securities Act, the documents
containing the information specified in Part I of Form S-8 will be sent or given
to each participant in the Orion Capital 401K and Profit Sharing Plan (the
"Plan"). These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II hereof,
taken together, constitute the Section 10(a) Prospectus.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed below are incorporated by reference herein, and all
documents subsequently filed by Orion Capital Corporation ("Registrant")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference shall be deemed
to be modified or superseded to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
o Registrant's Annual Report on Form 10-K for the year ended December
31, 1997.
o Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
o The Plan's Annual Report on Form 11-K for the year ended December
31, 1997.
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o The description of Registrant's Common Stock and its preferred stock
purchase rights associated with the Common Stock, contained in its
registration statement filed pursuant to Section 12 of the Exchange
Act and any amendment or report filed for the purpose of updating
those descriptions.
o The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 2-63344) previously filed with the Commission.
The consolidated financial statements and schedules of the Registrant
included in the Registrant's Annual Report on Form 10-K and the Annual
Report of the 401K and Profit Sharing Plan on Form 11-K for the year ended
December 31, 1997 have been audited by Deloitte & Touche LLP, independent
auditors, as set forth in their reports thereon included therein and
incorporated herein by reference.
Item 5. Interests of Named Experts and Counsel
The validity of the securities have been passed upon by Michael P.
Maloney, Esq., Senior Vice President, General Counsel and Secretary for the
Registrant. Mr. Maloney beneficially owns Common Stock and options to purchase
Common Stock.
Item 6. Indemnification of Directors and Officers
Article IX of Registrant's By-Laws requires indemnification of
Registrant's directors and officers to the full extent permitted by the Delaware
General Corporation Law (the "Law") and provides for the advancement of defense
expenses provided the director or officer agrees to repay the advance if it is
ultimately determined that he is not entitled to indemnification. Article IX
also provides that the indemnification provided by the By-Laws is not exclusive.
Section 145(a) of the Law provides in general that a corporation may indemnify
anyone who is or may be a party to a legal proceeding by reason of his service
as a director or officer against expenses, adjustments, fines and settlement
payments actually and reasonably incurred 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, as to any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful. Section 145(b) of the Law provides similarly
where the proceeding is by or in the right of the corporation to procure a
judgment in its favor. Section 145(g) of the Law allows a corporation to
maintain insurance on behalf of any officer or director against any liability
incurred by him in such capacity, whether or not the corporation would have the
power to indemnify him against such liability under the Law. Registrant
maintains such directors and officers liability insurance coverage.
Each of Registrant's directors has entered into an indemnity agreement
with Registrant which (i) confirms the indemnity set forth in the By-laws and
gives assurances that such indemnity will continue to be provided despite any
By-law changes and (ii) provides, subject to
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certain conditions, that the director shall be indemnified to the fullest
possible extent permitted by law against all expenses, judgments, fines and
settlement amounts incurred or paid by him in any proceeding.
As permitted by Section 102(b)(7) of the Law, Article VII of Registrant's
Certificate of Incorporation eliminates personal liability of any director to
Registrant and its stockholders for breach of the director's fiduciary duty of
care, except where the director has breached his duty of loyalty, acted in bad
faith, engaged in intentional or knowing misconduct, negligently or willfully
declared an improper dividend or effected an unlawful stock repurchase or
redemption, or obtained an improper personal benefit.
Item 8. Exhibits
5.0 Opinion of Michael P. Maloney, Esq.
15.0 Letter in Lieu of Consent of Deloitte & Touche LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Michael P. Maloney, Esq. (incorporated in Exhibit 5)
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;
(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;
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provided, however, that paragraphs (a)(1)(i) and (a)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(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 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.
(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 Securities and Exchange Commission such
indemnification is against public policy as expressed in such 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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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 Town of Farmington, State of Connecticut, on this 10th day of
July, 1998.
ORION CAPITAL CORPORATION
By: /S/W. Marston Becker
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W. Marston Becker
Chairman of the Board and
Chief Executive Officer of the Company
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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 date or dates indicated:
Signature Title Date
/S/ W. Marston Becker
W. Marston Becker Chairman of the Board and Chief July 10, 1998
Executive Officer of the Company
/S/ Donald W. Ebbert, Jr.
Donald W. Ebbert, Jr. Executive Vice President and July 10, 1998
Chief Financial Officer
/S/ Gordon F. Cheesbrough
Gordon F. Cheesbrough Director July 10, 1998
/S/ John C. Colman
John C. Colman Director July 10, 1998
/S/ David H. Elliott
David H. Elliott Director July 10, 1998
/S/ Victoria R. Fash
Victoria R. Fash Director July 10, 1998
/S/ Robert H. Jeffrey
Robert H. Jeffrey Director July 10, 1998
/S/ Gordon W. Kreh
Gordon W. Kreh Director July 10, 1998
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Warren R. Lyons Director
James K. McWilliams Director
/S/ Ronald W. Moore
Ronald W. Moore Director July 10, 1998
/S/ William W. Weaver
William W. Weaver Director July 10, 1998
[LETTERHEAD OF MICHAEL P. MALONEY, ESQ.]
June 30, 1998
Orion Capital Corporation
9 Farm Springs Road
Farmington, CT 10020
Orion Capital Corporation:
In connection with the Registration Statement on Form S-8 relating to
2,000,000 shares of Common Stock, (par value $1.00 per share) (the "Shares") of
Orion Capital Corporation ("Orion") under the 401K and
Profit Sharing Plan (the "Plan"), it is my opinion that:
1. Orion is duly incorporated and validly existing in good standing
under the laws of the State of Delaware.
2. All necessary corporate proceedings have been taken to authorize the
issuance of the Shares under the Plan, and all such Shares, upon
issuance in accordance with the Plan and upon full payment in cash
for such Shares issued, will be validly issued and outstanding and
fully paid and non-assessable.
In preparing this opinion, I have examined certificates of public
officials, certificates of officers and copies certified to my satisfaction of
such corporate documents and records of Orion and such other papers as I have
thought relevant and necessary as a basis for my opinion. I have relied on such
certificates in connection with the accuracy of actual matters contained in such
documents which were not independently established.
I consent to the use of this opinion in the Registration Statement and to
the reference to my name under the heading "Legal Opinion" in the Prospectus. In
giving such consent, I do not admit that I come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, or the
Rules and Regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Michael P. Maloney
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Michael P. Maloney
Senior Vice President,
General Counsel and
Secretary
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EXHIBIT 15
July 10, 1998
Orion Capital Corporation
9 Farm Springs Road
Farmington, CT 06032
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
financial information of Orion Capital Corporation and subsidiaries for the
period ended March 31, 1998 and 1997, as indicated in our report dated April 30,
1998; because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our report referred to above, which was included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 is being used
in this Registration Statement on Form S-8.
We are also aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act, is not considered a part of the Registration Statement
prepared or certified by an accountant or a report prepared or certified by an
accountant within the meaning of Sections 7 and 11 of that Act.
Deloitte & Touche LLP
Hartford, Connecticut
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Orion Capital Corporation on Form S-8 of our reports dated
February 11, 1998 and June 19, 1998 appearing in the Annual Report on
Form 10-K of Orion Capital Corporation for the year ended December 31, 1997
and in the Annual Report on Form 11-K of the Orion Capital 401K and Profit
Sharing Plan for the year ended December 31, 1997, respectively.
Deloitte & Touche, LLP
Hartford, Connecticut
July 10, 1998
