<PAGE>
As filed with the Securities and Exchange Commission on January 25, 1999
Registration No.
------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
PROVIDENT AMERICAN CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2214195
- -------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.
2500 DeKalb Pike, Norristown, Pennsylvania 19404
- ------------------------------------------ -------------
(Address of principal executive offices) (Zip Code)
THE PROVIDENT MILITARY MARKET
STOCK OPTION PLAN
Alvin H. Clemens
Chief Executive Officer
Provident American Corporation
2500 DeKalb Pike, P.O. Box 511
Norristown, Pennsylvania 19404-0511
-----------------------------------
(Name and address of agent for service)
(610) 279-2500
--------------
(Telephone number, including area code, of agent for service)
Copy to:
Michael F. Beausang, Jr., Esquire
Butera, Beausang, Cohen & Brennan
630 Freedom Business Center, Suite 212
King of Prussia, Pennsylvania 19406
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-------------------------------
Proposed
Title of Amount maximum Proposed Amount of
securities to to be offering price maximum aggregate Registration
be registered registered per share offering price fee
------------- ---------- --------------- ------------------------- -------------------
<S> <C> <C> <C> <C>
Provident American Corporation
Common Stock, $.10 par value,
issuable:
- -Upon exercise of options under The 750,000 shs. 215,000 @ $ 5.00(1) $7,394,687.50 $2,055.72
Provident Military Market Stock Option 535,000 @ $11.8125
Plan
</TABLE>
- -----------------
(1) Options have been granted for 215,000 shares. Pursuant to Rule 457(h), the
registration fee has been calculated on the basis of the price at which they
may be exercised - $5.00 per share. The registration fee for the remaining
535,000 shares has been computed on the basis of the average of the high and
low sales prices of the Common Stock of the Company on the NASDAQ National
Market System on January 20, 1999.
<PAGE>
Cross Reference Sheet
Pursuant to Item 501(b) of Regulation S-K
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
- ------- ----------------
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Provident Military Market Stock
Option Plan (the "Plans") as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
- ------ ------------------------------------------------------------
The document(s) containing the information specified in Item 2 will be sent or
given to employees as specified in Rule 428(b)(1) and are not required to be
filed as part of this Registration Statement.
<PAGE>
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission (unless otherwise
noted) are incorporated herein by reference:
(a) The Annual Report on Form 10-K of Provident American Corporation
(the "Registrant") for the Fiscal Year ended December 31, 1997, as filed by the
Registrant with the Securities and Exchange Commission (the "Commission")
pursuant to Section 13(a) of the Securities Exchange Act of 1934 ("Exchange
Act"). The Registrant's Form 10-Q Reports for the Quarter ended September 30,
1998, as filed by the Registrant with the Commission pursuant to Section 13(a)
of the Exchange Act. The Registrant's Rule 424(b) Prospectus (not required to
be filed with the Commission).
(b) The Registrant's definitive proxy statement or information
statement, if any, filed pursuant to Section 14 of the Exchange Act in
connection with the latest annual meeting of its shareholders and any definitive
proxy or information statements so filed in connection with any subsequent
special meetings of its shareholders.
(c) The description of the Registrant's Common Stock set forth in the
Registrant's Registration Statements on Form S-1 (Registration Nos. 33-5884 and
33-40842) as filed pursuant to the Act, including any amendment or report filed
for the purpose of updating such description.
(e) All other reports filed pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement,
in each case filed by the Registrant prior to the termination of the offering of
the securities offered hereby, 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 reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently-filed
document, which also is or is deemed to be incorporated herein by reference,
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities.
Not required.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The legality of the securities being offered under the Plan has been
passed upon by Michael F. Beausang, Jr. for Butera, Beausang, Cohen & Brennan.
As of December 31, 1998, the members of the firm of Butera, Beausang, Cohen &
Brennan owned, either beneficially or of record, 57,175 shares of the
Registrant's outstanding Common Stock and 24,750 shares of the Registrant's
Series A Cumulative Convertible Preferred Stock.
The consolidated financial statements of the Registrant and
supplemental schedules thereto incorporated by reference in this Registration
Statement, to the extent and for the periods as indicated in those financial
statements and schedules, have been audited by BDO Seidman, LLP, and
PricewaterhouseCoopers, L.L.P., independent accountants, as indicated in their
reports with respect thereto, which are incorporated herein by reference, and
have been so incorporated in reliance upon the authority of those firms as
experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers
Sections 1741-1743 of the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL"), the law of the Commonwealth in which the
Registrant is organized, requires a corporation, subject to limitations, to
indemnify its officers and directors against expenses, including attorneys'
fees, judgments, fines and certain settlements, actually and reasonably incurred
by them in any suit or proceeding to which they are parties, as long as they
acted in good faith and in a manner they reasonably believed to be in, or not
opposed to, the best interests of the corporation, and with respect to a
criminal action or proceeding, as long as they had no reasonable cause to
believe their conduct to be unlawful. The Registrant's By-laws provide that the
Registrant shall indemnify the Registrant's officers and directors against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement, actually and reasonably incurred by them in any action or
proceeding, whether criminal, civil, administrative or investigative, to which
they are a party, except in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.
The By-laws of the Registrant also contain certain provisions,
permitted by the BCL, which eliminate the personal liability of directors of the
Registrant to others, including the Registrant and the Registrant's
shareholders, for money damages relating to any action taken or omitted to be
taken by the director, unless the director breached or failed to perform his
duties in good faith, in a manner he reasonably believed to be in the best
interests of the Registrant and with such care, including reasonable inquiry,
skill and diligence, as a person of ordinary prudence would use under similar
circumstances, and such failure constituted self-dealing, willful misconduct or
recklessness. In effect, the By-laws eliminate the liability of the Registrant's
directors for negligent and grossly negligent business decisions. Such
elimination of directors' monetary liability limits the ability of the
Registrant and the Registrant's shareholders to bring claims against directors
of the Registrant.
The Registrant maintains an insurance policy that insures the
Registrant's officers and directors against losses arising from claims brought
against them for any negligent act, error, omission, breach of duty,
misstatement or other act while acting in their capacities as officers or
directors. The policy includes certain standard coverage exclusions and
deductibles.
Item 7. Exemption from Registration Claimed.
<PAGE>
Not applicable.
Item 8. Exhibits.
(4.1) The Provident Military Market Stock Option Plan
(5.1) Opinion of Butera, Beausang, Cohen & Brennan
(24.1) Consent of Butera, Beausang, Cohen & Brennan (included in
their opinion filed as Exhibit 5.1.)
(24.2) Consent of BDO Seidman, LLP
(24.3) Consent of PricewaterhouseCoopers, L.L.P.
Item 9. Undertakings.
Rule 415 Offering.
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, as amended ("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;
(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 (1)(i) and (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
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
<PAGE>
being registered which remain unsold at the termination of the offering.
Subsequent Exchange Act Documents.
- ----------------------------------
The undersigned Registrant hereby undertakes that, for the purpose 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.
Indemnification.
- ----------------
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant, 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.
<PAGE>
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 Norristown, Pennsylvania, on this 21st day of January, 1999.
PROVIDENT AMERICAN CORPORATION
By: /s/ Alvin H. Clemens
-----------------------------
Alvin H. Clemens
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement or Amendment has been signed below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ Alvin H. Clemens Chairman of the Board, January 21, 1999
- --------------------------- President, Chief Executive
Alvin H. Clemens Officer and Director
/s/ Francis L. Gillan, III Chief Financial Officer January 21, 1999
- --------------------------- and Treasurer
Francis L. Gillan, III
/s/ Michael Ashker Director January 21, 1999
- ---------------------------
Michael Ashker
/s/ Harold M. Davis Director January 21, 1999
- ---------------------------
Harold M. Davis
/s/ Henry G. Hager Director January 22, 1999
- ---------------------------
Henry G. Hager
- --------------------------- Director January __, 1999
George W. Karr, Jr.
<PAGE>
- --------------------------- Director January __, 1999
Edward W. LeBaron, Jr.
- --------------------------- Director January __, 1999
Douglas F. Manchester
- --------------------------- Director January __, 1999
Theophile J. Mignatti, Jr.
/s/ P. Glenn Moyer Director January 21, 1999
- ---------------------------
P. Glenn Moyer
<PAGE>
EXHIBIT INDEX
-------------
(Pursuant to Item 601 of Regulation S-K)
Sequential
----------
Exhibit No. Description Page No.
- ----------- ----------- --------
4.1 The Provident Military Market 13
Military Market Stock Option Plan
5.1 Opinion of Butera, Beausang, 21
Cohen & Brennan
24.1 Consent of Butera, Beausang, 21
Cohen & Brennan (included in Exhibit 5.1)
24.2 Consent of BDO Seidman, LLP 24
24.3 Consent of PricewaterhouseCoopers, L.L.P. 26
<PAGE>
EXHIBIT 4.1
-----------
<PAGE>
THE PROVIDENT MILITARY MARKET
-----------------------------
STOCK OPTION PLAN
-----------------
1. Purpose of the Plan
The purpose of The Provident Military Market Stock Option Plan
("Plan") is to afford an incentive to insurance agents who are appointed to sell
insurance by any insurance subsidiary of Provident American Corporation (the
"Company"), and who meet the other requirements for eligibility set forth
herein, to acquire a proprietary interest in the Company. The Plan is
non-qualified, and is not intended to be subject to any of the provisions of the
Internal Revenue Code of 1986, as amended (the "Code").
2. The Stock
Except as provided in Section 7, the number of shares of stock
which may be optioned and sold under the Plan is 750,000 shares of Common Stock,
$.10 par value, of the Company (the 750,000 shares or any portion thereof shall
hereinafter be referred to as "Shares"). If options granted under this Plan
shall expire or terminate for any reason without having been exercised in full,
the unpurchased Shares subject thereto shall again be available for the granting
of options under this Plan. Shares which are the subject of options to purchase
may be made available from authorized and unissued stock or from treasury stock.
3. Eligibility
(a) An option may be granted under this Plan to any person:
(1) who is appointed to sell insurance by Provident American Life & Health
Insurance Company, Provident Indemnity Life Insurance Company, or any other
insurance subsidiary of the Company existing from time to time (the "Insurance
Company"), who utilizes the Insurance Company as the Agent's primary insurance
carrier for the sale of insurance, and acts primarily and predominantly as an
Agent for the Insurance Company ("Agent"); and (2) who is an officer or director
of the Insurance Company or any subsidiary or affiliate of the Insurance Company
and in such capacity constitutes an employee of the Insurance Company or the
subsidiary or affiliate of an Insurance Company, as the case may be, for
generally accepted accounting principles. Nothing set forth in this Plan or
otherwise shall constitute any Agent an employee of any Insurance Company for
the purposes of Section 3121(a) or any other provision of the Code.
<PAGE>
(b) The Company's Board of Directors (the "Board"), based upon
the recommendation of the Committee (defined in Section 8 hereof), or the
Committee (subject to subsequent ratification by the Board), shall have the
right to determine from time to time the Agents to whom options shall be
granted, the number of Shares subject to each option, the option price of the
option, and the other terms, conditions or restrictions on the right to exercise
an option and which may be related to achievement of performance goals or
service as an Agent.
4. Price
(a) The price at which Shares may be purchased upon exercise
of each option ("Option Price") shall be fixed at the time of the grant of such
option or as from time to time amended, and shall not be less than 100% of the
fair market value of the Shares at the time the option is granted or amended, as
the case may be. The Board or the Committee shall, in good faith, determine the
fair market value of the Shares based upon a reasonable method of valuation
adopted by the Board or the Committee. In no event shall the Option Price be
less than the par value of the Shares.
(b) None of the Company, the Board, the Committee or any
member thereof makes or shall make any representation or warranty to any Agent
regarding the consequences or effects of participation in the Plan for federal
or state income tax or any other purpose. Nothing contained in this Plan or in
any option agreement issued hereunder shall impose any liability or
responsibility on the Company, the Board, the Committee, or any member thereof
to pay or reimburse any Agent for the payment of any tax arising out of, or on
account of, the issuance of an option or options hereunder to any Agent, an
Agent's exercise of any option issued under this Plan, or an Agent's sale,
transfer or other disposition of any Shares acquired pursuant to the exercise of
an option issued hereunder. Any person receiving an option hereunder shall
expressly acknowledge and agree that such participation is voluntary and that
the Agent will be solely responsible for all taxes to which he may be or become
subject as a consequence of such participation.
5. Option Terms and Conditions
(a) Subject to the provisions and limitations of this Plan,
and subject to applicable laws and regulations, options may be granted at such
time or times and pursuant to such terms and conditions as may be determined by
the Board during the period this Plan is in effect. Specific authority is
granted to the Board and to the Committee to establish from time to time vesting
conditions, forfeiture conditions, or other types of terms and conditions based
upon performance, production, or any other reasonable bases.
-13-
<PAGE>
(b) The Board or the Committee shall determine the terms and
conditions relative to the exercise of an option, provided, however, that each
option must be exercised within five (5) years after the date on which it first
becomes exercisable. Each option shall further provide that it may not be
exercised in full or in part after the expiration of ten (10) years from the
date such option is granted. Except as set forth in this Section 5, options
which have been granted to an Agent will continue to be exercisable only so long
as the Agent remains an Agent.
(c) Shares to be purchased upon the exercise of any option
shall be paid for, in full, in cash, by wire transfer of funds to the Company's
account, or by certified check payable to the order of the Company.
(d) Each option granted under the Plan shall be evidenced by a
stock option agreement between the Company and the Agent ("Stock Option
Agreement"). The Board shall make all decisions as to the form of Stock Option
Agreement to be entered into with each Agent. All forms of Stock Option
Agreement shall contain such provisions, restrictions and conditions as are
established by either the Board or the Committee and which are not inconsistent
with this Plan, but need not be identical. The provisions of this Plan shall be
set forth in full or incorporated by reference in each Stock Option Agreement.
(e) In the event (i) an Agent ceases to be an Agent (other
than a cessation due to death or disability), (ii) an Agent breaches the Agent's
contract with the Insurance Company, (iii) the Agent's contract with the
Insurance Company is terminated for cause, or (iv) the Agent ceases to be an
officer or director of the Insurance Company or any subsidiary or affiliate of
the Insurance Company, then the Board shall have the right, after thirty (30)
days' written notice to such effect to Agent, to terminate the Stock Option
Agreement. Thereafter, the Agent: (A) shall have no right of any kind to
exercise any unexercised option and the unexercised portion of the option shall
be deemed to have expired on the date of such notice, and (B) in the event that
a portion or all of the option has been exercised, such portion or all of the
Shares issued upon the exercise of the option and not yet earned in accordance
with the terms and conditions of the Stock Option Agreement shall be forfeited,
the Company shall cancel such Shares on its books and records, and the Company
shall not be required to refund to Agent any portion of the exercise price.
(f) By exercising an option, Agent authorizes the Company to
withhold delivery of stock certificates representing the Shares issuable upon
the exercise of an option that are not fully vested at the time of exercise. The
Company agrees to distribute to Agents certificates which have been fully vested
and which are issuable upon a proper exercise of an option to purchase such
Shares. Agent authorizes and empowers the Company to act as attorney-in-fact for
the Agent and to take such steps as are necessary to cancel new certificates
issued in the name of an Agent with respect to any Shares which are cancelled in
accordance with the provisions of the Stock Option Agreement. The power of
attorney shall be irrevocable and deemed to have been coupled with an interest
with respect to the cancellation of any such Shares.
(g) In the event an Agent's contract is terminated for any
reason not set forth in (e) above, (A) such Agent shall have the right to
exercise any options which became exercisable prior to such cessation but only
within a period of three months from the date of such cessation (the
"Post-Revocation Exercise Period") (but in any event not later than the
termination date of the option), after which time any unexercised portion of all
outstanding options shall expire, and (B) any shares then issued or issuable to
the Agent upon the exercise of the option shall be fully earned and not subject
to forfeiture and
-14-
<PAGE>
cancellation. If the Agent dies during the Post-Revocation Exercise Period, the
executors, administrators, legatees or distributees of the Agent's estate shall
have the right to exercise such options during the remainder of such period. In
no event and under no circumstances may an option be exercised by an Agent (or
his personal representative) after the end of the Post-Revocation Exercise
Period.
(h) In the event an Agent becomes permanently and totally
disabled or dies while serving as an Agent, any option which was exercisable on
the date when such Agent became disabled or died may be exercised by the Agent
or the executors, administrators, legatees or distributees of the estate of the
Agent, as applicable, within three months after the date thereof (but in no
event later than the termination date of the option), after which time any
unexercised portion of all outstanding options shall expire. In the event an
option is exercised by the executors, administrators, legatees or distributees
of the estate of the Agent, under subsection (g) or (h) of this Section 5, the
Company shall be under no obligation to issue Shares hereunder unless and until
the Company is satisfied that the person exercising the option is the duly
appointed legal representative of the Agent's estate or the proper legatee or
distributee thereof.
6. Non-Transferability and Other Restrictions
(a) No option granted hereunder shall be transferable by the
Agent other than by will or by the laws of descent and distribution and options
shall be exercisable during the Agent's lifetime only by such Agent; provided,
however, that in the event an Agent shall be subject to a legal disability, his
legal representative may exercise an option on his behalf.
(b) Unless registered as set forth in Section 6(c) below,
neither the option nor any Shares of the Company which are issued as a result of
the exercise of an option shall have been registered with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, or any other
federal or state securities laws, and as such constitute "restricted
securities", as such term is used from time to
-15-
<PAGE>
time. The Stock Option Agreement and the certificate representing any Shares
issued as a result of the exercise of any option shall contain or bear the
following language:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY JURISDICTION. THE SALE OR OTHER DISPOSITION OF THESE
SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF
COUNSEL SATISFACTORY TO IT AND ITS COUNSEL THAT SUCH SALE OR
OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933 AND OTHER APPLICABLE STATUTES. BY
ACQUIRING THE SHARES REPRESENTED BY THIS CERTIFICATE, THE
HOLDER OF THIS CERTIFICATE REPRESENTS THAT HE WILL NOT SELL OR
OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR
OTHER COMPLIANCE WITH THE AFORESAID ACTS AND THE RULES AND
REGULATIONS THEREUNDER AND, IN ANY EVENT, THE HOLDER OF THIS
CERTIFICATE, IF HE IS A RESIDENT OF PENNSYLVANIA, AGREES THAT
HE WILL NOT SELL THE SHARES REPRESENTED HEREBY WITHIN TWELVE
MONTHS AFTER THE DATE OF PURCHASE."
"IN ADDITION, THE EXERCISE OF THE OPTION OR THE TRANSFER OF
THE CERTIFICATES REPRESENTING SHARES ISSUED UPON THE EXERCISE
OF THE OPTION SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH IN A STOCK OPTION AGREEMENT ENTERED INTO BETWEEN THE
HOLDER HEREOF AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH
THE COMPANY AND WHICH MAY CONTAIN VESTING OR FORFEITURE
PROVISIONS."
(c) The Company, in its sole discretion, and from time to time
may register the Plan and the securities issuable pursuant to the Plan as an
employee benefit plan with the United States Securities and Exchange Commission
and such states as may be from time to time applicable, utilizing Form S-8 or
such other forms in complying with such rules and regulations as may from time
to time be applicable.
7. Stock Dividends or Recapitalization
In the event of a stock dividend paid in shares of the class
of stock subject to any option outstanding hereunder, or recapitalization,
reclassification, split-up or combination of shares with respect to said class
of stock, the Committee shall make appropriate adjustments of the Option Price
under such option and of the kind and number of shares as to which such option
is then exercisable, to the end that the Agent's proportionate interest shall be
maintained as before the occurrence of such event, and in any case an
appropriate adjustment shall also be made in the total number and kind of shares
of stock reserved for the future granting of options under this Plan. Any such
adjustment made by the Committee pursuant to this Plan shall be binding upon the
holders of all unexpired options outstanding hereunder.
8. Administration of the Plan
-16-
<PAGE>
This Plan shall be administered by an Option Administration
Committee ("Committee") from time to time appointed by the Board. The Committee
shall have the power to grant options under the Plan subject to the subsequent
approval by the Board or make recommendations periodically to the Board with
respect to the individuals to whom options should be granted, the number of
options to be granted, and the form and content of the options to be granted,
including such provisions and conditions, and such restrictions on exercise of
an option as the Board or the Committee shall determine to be advisable. No
options shall be granted by the Committee to any person who does not qualify as
a "disinterested person" (within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended). The Board shall be authorized to interpret
the Plan, to prescribe, amend and rescind rules and regulations relating to it,
and to make all other determinations necessary or appropriate for its
administration.
9. Effective Date; Duration of the Plan
The Plan shall be effective as of January 1, 1997. Unless
sooner terminated, the Plan shall expire ten (10) years from the date the Plan
is adopted by the Board. The Plan may be altered, suspended, discontinued, or
terminated by the Board at any time. Nothing contained herein shall be construed
to permit a termination, modification, or amendment adversely affecting the
rights of any Agent under an existing option theretofore granted without the
consent of such Agent.
10. General
(a) The provisions of this Plan shall be binding upon and
inure to the benefit of the parties and their respective heirs, executors,
administrators, personal representatives, successors and permitted assigns.
(b) Wherever used herein, the singular shall be deemed to
refer to and include the plural and vice versa, where appropriate. Wherever used
herein, the masculine shall be deemed to refer to and include the feminine and
the neuter and vice versa, where appropriate.
(c) The rights of any Agent under the Plan shall not be
assignable by the Agent and shall not be subject to the rights of creditors, and
any attempt to cause such right to be so subjected shall not be recognized,
except to such extent as may be required by law.
(d) The Company, upon notice to an Agent, at any time or from
time to time, may amend, modify or terminate any or all of the provisions of the
Plan without the consent of any Agent. No amendment shall have the effect of
modifying any benefit election of any Agent in effect at the time of such
amendment, unless such amendment is made to comply with federal, state or local
laws, statutes or regulations.
(e) This Plan shall not be deemed to constitute a contract
between the Company and any Agent or to be a consideration or an inducement for
any contract with any Agent. Nothing contained in this Plan shall be deemed to
give any Agent the right to be retained as an Agent of the Company or any
subsidiary or affiliate of the Company or any Insurance Company, or to interfere
with the right of an Insurance Company to terminate any Agent's contract at any
time, regardless of the effect which such termination shall have upon him as an
Agent under this Plan.
(f) This Plan and the Stock Option Agreement constitutes the
entire agreement
-17-
<PAGE>
between the Company and any Agent relative to the purchase of the Shares.
(g) The invalidity of any provision of this Plan shall not
affect the validity of the remaining provisions, and this Plan shall be
construed as if such invalid provision had been omitted.
IN WITNESS WHEREOF, in order to record the adoption of this Plan, the
Company has caused its duly authorized officers to affix the corporate name and
seal hereto effective as of the 1st day of January, 1997.
PROVIDENT AMERICAN CORPORATION
By: /s/ James O. Bowles
-----------------------------
James O. Bowles, President
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<PAGE>
EXHIBIT 5.1
-----------
-19-
<PAGE>
January 25, 1998
THE BOARD OF DIRECTORS OF
PROVIDENT AMERICAN CORPORATION
2500 DeKalb Pike
P.O. Box 511
Norristown, PA 19404-0511
Re: Form S-8 Registration Statement
-------------------------------
Gentlemen:
We have acted as counsel to Provident American Corporation (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the offer and sale of 750,000 shares of the Company's Common Stock, $.10 par
value (the "Shares") under The Provident Military Market Stock Option Plan.
As counsel to the Company, we have supervised all corporate proceedings
in connection with the preparation and filing of the Registration Statement. We
have also examined the Company's Articles of Incorporation and By-Laws, as
amended to date, the corporate minutes and other proceedings and records
relating to the authorization, sale, and issuance of the Shares, and such other
documents and matters of law as we have deemed necessary or appropriate in order
to render this opinion. Based upon the foregoing, it is our opinion that each of
the Shares to be offered pursuant to the Registration Statement, when paid for,
will be duly authorized, legally and validly issued and outstanding, fully paid
and non-assessable.
We hereby consent to the use of this opinion in the Registration
Statement and to the references to us under the heading "Interests of Named
Experts and Counsel" in this Registration Statement.
Very truly yours,
BUTERA, BEAUSANG, COHEN & BRENNAN
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<PAGE>
EXHIBIT 24.1
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Consent of Butera, Beausang, Cohen & Brennan is included in Exhibit 5.1
<PAGE>
EXHIBIT 24.2
------------
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<PAGE>
Exhibit 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in the registration statement of
Provident American Corporation on Form S-8 of our report dated July 10, 1998, on
our audits of the consolidated financial statements and financial statement
schedules of Provident American Corporation as of December 31, 1997, which
report is included in the Annual Report on Form 10-K. We also consent to the
reference to our firm under the caption "Interests of Named Experts and
Counsel."
BDO SEIDMAN, LLP
Philadelphia, Pennsylvania
January 21, 1999
<PAGE>
EXHIBIT 24.3
------------
<PAGE>
Exhibit 24.3
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in the registration statement of
Provident American Corporation on Form S-8 of our report dated March 11, 1997,
on our audits of the consolidated financial statements and financial statement
schedules of Provident American Corporation as of December 31, 1996, which
report is included in the Annual Report on Form 10-K. We also consent to the
reference to our firm under the caption "Interests of Named Experts and
Counsel."
COOPERS & LYBRAND, L.L.P.
Philadelphia, Pennsylvania
January 21, 1999
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