<PAGE> 1
Registration Statement No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES EXCHANGE ACT OF 1933
UICI
(Exact name of registrant as specified in its charter)
DELAWARE 75-2044750
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4001 MCEWEN DRIVE,
SUITE 200,
DALLAS, TEXAS 75244
(Address of principal executive offices) (Zip Code)
UICI 1998 EMPLOYEE STOCK OPTION PLAN
UICI 1998 AGENTS' STOCK OPTION PLAN
(Full title of the Plan)
UICI
Vernon R. Woelke, 4001 McEwen Drive, Suite 200, Dallas, Texas 75244
(Name and address of agent for service)
Telephone number, including area code of agent for service: (972) 392-6700
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To be To be Price Offering Registration
Registered Registered (1)(3) Per share (2) Price (2) Fee (2)
---------- ----------------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
Common Stock, 4,000,000 $15.00 $60,000,000 $ 16,680.00
$0.01 par value
====================================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416 promulgated under the Securities Act
of 1933, this registration statement also covers an indeterminate
amount of additional securities in order to adjust the number of
securities reserved for issuance pursuant to the Plan as a result of a
stock split, stock dividend or similar transaction affecting the common
stock.
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h), on the basis of the exercise price being
$15.00 per share.
(3) 2,000,000 shares to be registered pursuant to UICI 1998 Employee Stock
Option Plan and 2,000,000 shares pursuant to UICI 1998 Agents' Stock
Option Plan.
<PAGE> 2
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
(a) Annual report on Form 10-K for the fiscal year ended December 31,
1998;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999; and
(c) Form 8-A for registration of certain classes of securities
pursuant to Section 12(b) or (g) of the Securities Exchange Act
of 1934 as filed on April 22, 1999, which contains a description
of the Registrant's Common Stock, $0.01 par value.
In addition, each document filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
after the date hereof, and prior to the termination of the offering shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The consolidated financial statements and schedules of UICI appearing
in UICI's Annual Report (Form 10-K) for the year ended December 31, 1998, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware corporations.
Article VIII of the registrant's by-laws (i) authorizes the indemnification of
directors and officers (the "Indemnitees") under specified circumstances to the
fullest extent authorized by the General Corporation Law of Delaware, (ii)
provides for the advancement of expenses to the Indemnitees for defending any
proceedings related to the specified circumstances, (iii) gives the Indemnitees
the right to bring suit against the registrant to enforce the foregoing rights
to indemnification and advancement of expenses, and (iv) authorizes the
registrant to maintain certain policies of insurance to protect itself and any
of its directors, officers or employees. The registrant has an insurance policy
2
<PAGE> 3
covering its directors and officers against certain personal liability, which
may include liabilities under the Securities Act of 1933 as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
4(i)(a) Certificate of Incorporation, as amended
4(i)(b) Restated By-Laws, as amended (filed as Exhibit 3.2 to the Form
10-Q dated March 31, 1998, filed on May 14, 1998, File No.
0-14320 and incorporated herein by reference).
5(i) Opinion of Counsel regarding legality of securities.
23 Auditors' Consent.
24 Power of attorney.
ITEM 9. UNDERTAKINGS
A. Updating Disclosure
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers of 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date if 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
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;
3
<PAGE> 4
Provided, however that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 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 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. Subsequent Exchange Act Documents.
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 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.
C. Indemnification.
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 of 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.
4
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Exchange 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 Dallas, state of Texas.
UICI
By /s/ GREGORY T. MUTZ
------------------------------------------------
Gregory T. Mutz,
President and Chief Executive Officer
Date August 13, 1999
Pursuant to the requirements of Securities Exchange Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE DATE
--------- ----
<S> <C>
-------------------------------------------------------
Ronald L. Jensen
Chairman of the Board and Director
GREGORY T. MUTZ* August 13, 1999
-------------------------------------------------------
Gregory T. Mutz,
President, Chief Executive Officer and Director
RICHARD J. ESTELL* August 13, 1999
-------------------------------------------------------
Richard J. Estell
Director and Executive Vice President
/s/ WILLIAM P. BENAC August 13, 1999
-------------------------------------------------------
William P. Benac,
Executive Vice President (Chief Financial Officer)
/s/ VERNON R. WOELKE August 13, 1999
-------------------------------------------------------
Vernon R. Woelke,
Treasurer (Chief Accounting Officer)
RICHARD T. MOCKLER* August 13, 1999
-------------------------------------------------------
Richard T. Mockler,
Director
GEORGE H. LANE, III* August 13, 1999
-------------------------------------------------------
George H. Lane, III
Director
STUART D. BILTON* August 13, 1999
-------------------------------------------------------
Stuart D. Bilton
Director
PATRICK J. MCLAUGHLIN* August 13, 1999
-------------------------------------------------------
Patrick J. McLaughlin
Director
*By: /s/ GLENN W. REED August 13, 1999
-------------------------------------------------------
Glenn W. Reed
(Attorney-in-Fact)
</TABLE>
5
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<S> <C> <C>
4(i)(a) Certificate of Incorporation, as amended.
4(i)(b) Restated By-Laws, as amended, filed as Exhibit 3.2 to the
Form 10-Q dated March 31, 1998, filed on May 14, 1998,
File No. 0-14320.
5(i) Opinion of Counsel regarding legality of securities.
23 Auditors' Consent.
24 Power of attorney.
</TABLE>
<PAGE> 1
EXHIBIT 4(i)(a)
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "UICI", FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF MAY, A.D. 1999, AT 12
O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
/s/ EDWARD J. FREEL
[SEAL] ------------------------------
Edward J. Freel,
Secretary of State
2051666 8100 AUTHENTICATION: 9747809
991195001 DATE: 05-17-99
<PAGE> 2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UICI
UICI, a corporation organized and existing under the General
Corporation Law of the State of Delaware DOES HEREBY CERTIFY AS FOLLOWS:
FIRST: That at a meeting of the Board of Directors of UICI, resolutions
were duly adopted setting forth a proposed amendment to the Certificate of
Incorporation of said corporation, declaring said amendment to be advisable and
calling a meeting of the stockholders of the corporation for consideration
thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the first paragraph of the Fourth
Article thereof so that, as amended, said paragraph shall be and read
as follows:
"ARTICLE FOUR
"THE COMPANY IS AUTHORIZED TO ISSUE TWO CLASSES OF STOCK TO BE
DESIGNATED, RESPECTIVELY, `COMMON STOCK' AND `PREFERRED
STOCK'. THE TOTAL NUMBER OF SHARES WHICH THE COMPANY IS
AUTHORIZED TO ISSUE IS ONE HUNDRED TEN MILLION (110,000,000),
CONSISTING OF ONE HUNDRED MILLION (100,000,000) SHARES OF
COMMON STOCK WITH A PAR VALUE OF ONE CENT ($0.01) PER SHARE
AND TEN MILLION (10,000,000) SHARES OF PREFERRED STOCK WITH A
PAR VALUE OF ONE CENT ($0.01) PER SHARE."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
<PAGE> 3
IN WITNESS WHEREOF, said UICI has caused this Certificate to be signed
by Gregory T. Mutz, its President, and Robert B. Vlach, its Secretary, this 11th
day of May, 1999.
UICI
By: /s/ Gregory T. Mutz
-------------------------------
Gregory T. Mutz, President
ATTEST:
/s/ Robert B. Vlach
- ----------------------------------
Robert B. Vlach, Secretary
STATE OF TEXAS )
)
COUNTY OF DALLAS )
On this date, before me, a Notary Public in and for the State of Texas,
personally appeared Gregory T. Mutz, and Robert B. Vlach, known to me to be the
President and Secretary, respectively, of UICI, a corporation organized and
existing under the laws of the State of Delaware, and acknowledged to me that
they executed the foregoing instrument for the purposes and consideration
therein expressed, and as the act of said corporation.
GIVEN UNDER MY HAND AND SEAL of office, this 11th day of May, 1999.
/s/ Peggy G. Simpson
-----------------------------------
Peggy G. Simpson
Notary Public, State of Texas
<PAGE> 4
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "UNITED INSURANCE COMPANIES, INC.", CHANGING ITS NAME FROM "UNITED
INSURANCE COMPANIES, INC." TO "UICI", FILED IN THIS OFFICE ON THE SIXTH DAY OF
JUNE, A.D. 1996, AT 10:30 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
[DELAWARE STATE SEAL]
[SECRETARY'S OFFICE SEAL] /s/ EDWARD J. FREEL
--------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 7975697
2051666 8100
DATE: 06-06-96
960164566
<PAGE> 5
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UNITED INSURANCE COMPANIES, INC.
UNITED INSURANCE COMPANIES, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY
AS FOLLOWS:
FIRST: That at a meeting of the Board of Directors of UNITED
INSURANCE COMPANIES, INC. resolutions were duly adopted setting forth a
proposed amendment to the Certificate of Incorporation of said corporation,
declaring said amendment to be advisable and calling a meeting of the
stockholders of the corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the First Article thereof so that,
as amended, said Article shall be and read as follows:
"ARTICLE I"
"The name of the Company is UICI."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
<PAGE> 6
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the effective date of this Certificate of Amendment is
July 1, 1996.
IN WITNESS WHEREOF, said UNITED INSURANCE COMPANIES, INC. has caused
this Certificate to be signed by Richard J. Estell, its Executive Vice
President, and Robert B. Vlach, its Secretary, this 31st day of May, 1996.
UNITED INSURANCE COMPANIES, INC.
By: /s/ RICHARD J. ESTELL
-------------------------------------------
Richard J. Estell, Executive Vice President
ATTEST:
/s/ ROBERT B. VLACH
- ------------------------------
Robert B. Vlach, Secretary
STATE OF TEXAS }
}
COUNTY OF DALLAS }
On this date, before me, a Notary Public in and for the State of
Texas, personally appeared Richard J. Estell and Robert B. Vlach, known to me
to be the Executive Vice President and Secretary, respectively, of UNITED
INSURANCE COMPANIES, INC., a corporation organized and existing under the laws
of the State of Delaware, and acknowledged to me that they executed the
foregoing instrument for the purposes and consideration therein expressed, and
as the act of said corporation.
GIVEN UNDER MY HAND AND SEAL of office, this 31st day of May, 1996.
(NOTARY STAMP)
PEGGY G. SIMPSON /s/ PEGGY G. SIMPSON
Notary Public -----------------------------
State of Texas Peggy G. Simpson
Commission Expires 11-20-97 Notary Public, State of Texas
<PAGE> 7
CERTIFICATE
The undersigned UNITED INSURANCE COMPANIES, INC. hereby certifies that
as of the date of this Certificate its total assets (as defined in Subsection
(i) of Section 503 of the General Corporation Law of the State of Delaware) are
not less than Ten Million ($10,000,000.00) Dollars.
UNITED INSURANCE COMPANIES, INC.
By: /s/ RICHARD J. ESTELL
-----------------------------------
Richard J. Estell
Its Executive Vice President
<PAGE> 8
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
-------------------------------
I, EDWARD J. FREEL, SECRETARY OF THE STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "UNITED INSURANCE COMPANIES, INC.", FILED IN THIS OFFICE ON THE
SIXTEENTH DAY OF APRIL, A.D. 1996, AT 12:30 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ EDWARD J. FREEL
[SEAL] ----------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 7908865
2051666 8100
DATE: 04-16-96
960108857
<PAGE> 9
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UNITED INSURANCE COMPANIES, INC.
UNITED INSURANCE COMPANIES, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY
AS FOLLOWS:
FIRST: That at a meeting of the Board of Directors of UNITED
INSURANCE COMPANIES, INC. resolutions were duly adopted setting forth a
proposed amendment to the Certificate of Incorporation of said corporation,
declaring said amendment to be advisable and calling a meeting of the
stockholders of the corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the Fourth Article thereof so that,
as amended, said Article shall be and read as follows:
"ARTICLE IV"
"The Company is authorized to issue two classes of stock to be
designated, respectively, 'Common Stock' and 'Preferred Stock'. The
total number of shares which the Company is authorized to issue is
Sixty Million (60,000,000), consisting of Fifty Million (50,000,000)
shares of Common Stock with a par value of One Cent ($0.01) per share
and Ten Million (10,000,000) shares of Preferred Stock with a par
value of One Cent ($0.01) per share.
"The Preferred Stock may be issued from time to time in one or
more series. The Board of Directors of this Company is hereby
authorized, within the limitations and restrictions prescribed by law
or stated in this Certificate of Incorporation, and by filing a
certificate pursuant to applicable law of the State of Delaware, to
provide for the issuance of Preferred Stock in series and (i) to
establish from time to time
<PAGE> 10
the number of shares to be included in each such series; (ii) to fix
the voting powers, designations, powers, preferences and relative,
participating, optional or other rights, dividend rates, conversion
rights, conversion rates, voting rights, rights and terms of
redemption (including sinking fund provisions), the redemption price
or prices, and the liquidation preferences of any wholly unissued
series subsequent to the issue of shares of that series, but not below
the number of shares of such series then outstanding. In case the
number of shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status which they had
prior to the adoption of the resolution originally fixing the number
of shares of such series."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said UNITED INSURANCE COMPANIES, INC. has caused
this Certificate to be signed by Richard J. Estell, its Executive Vice
President, and Robert B. Vlach, its Secretary, this 16th day of April, 1996.
UNITED INSURANCE COMPANIES, INC.
By: /s/ Richard J. Estell
----------------------------------
Executive Vice President
ATTEST:
/s/ Robert B. Vlach
- --------------------------
Secretary
<PAGE> 11
STATE OF TEXAS }
}
COUNTY OF DALLAS }
On this date, before me, a Notary Public in and for the State of
Texas, personally appeared Richard J. Estell and Robert B. Vlach, known to me
to be the Executive Vice President and Secretary, respectively, of UNITED
INSURANCE COMPANIES, INC., a corporation organized and existing under the laws
of the State of Delaware, and acknowledged to me that they executed the
foregoing instrument for the purposes and consideration therein expressed, and
as the act of said corporation.
GIVEN UNDER MY HAND AND SEAL of office, this 16th day of April, 1996.
/s/ Peggy G. Simpson
----------------------------------
Notary Public, State of Texas
<PAGE> 12
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "UNITED INSURANCE COMPANIES, INC.", FILED IN THIS OFFICE ON THE
NINTH DAY OF MAY, A.D. 1995, AT 1 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ EDWARD J. FREEL
------------------------------------
[SEAL] Edward J. Freel, Secretary of State
AUTHENTICATION: 7499816
2051666 8100 DATE: 05-09-95
950102394
<PAGE> 13
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
UNITED INSURANCE COMPANIES, INC.
UNITED INSURANCE COMPANIES, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY
AS FOLLOWS:
FIRST: That at a meeting of the Board of Directors of UNITED
INSURANCE COMPANIES, INC., resolutions were duly adopted setting forth a
proposed amendment to the Certificate of Incorporation of said corporation,
declaring said amendment to be advisable and calling a meeting of the
stockholders of the corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the Fourth Article thereof so that,
as amended, said Article shall be and read as follows:
"ARTICLE FOUR"
"THE AGGREGATE NUMBER OF SHARES WHICH THE COMPANY SHALL HAVE
AUTHORITY TO ISSUE IS FORTY MILLION (40,000,000) CONSISTING OF
FORTY MILLION (40,000,000) SHARES OF COMMON STOCK WITH A PAR
VALUE OF ONE CENT ($0.01) PER SHARE."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of
<PAGE> 14
Delaware, at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said UNITED INSURANCE COMPANIES, INC. has caused
this Certificate to be signed by Richard J. Estell, its Executive Vice
President, and Robert B. Vlach, its Secretary, this 9th day of May, 1995.
UNITED INSURANCE COMPANIES, INC.
By: /s/ RICHARD J. ESTELL
-----------------------------------
Richard J. Estell, Executive
Vice President
ATTEST:
/s/ ROBERT B. VLACH
- -------------------------------
Robert B. Vlach, Secretary
STATE OF TEXAS )
COUNTY OF DALLAS )
On this date, before me, a Notary Public, in and for the State of
Texas, personally appeared Richard J. Estell and Robert B. Vlach, known to me
to be the Executive Vice President and Secretary, respectively, of UNITED
INSURANCE COMPANIES, INC., a corporation organized and existing under the laws
of the State of Delaware, and acknowledged to me that they executed the
foregoing instrument for the purposes and consideration therein expressed, and
as the act of said corporation.
GIVEN UNDER MY HAND AND SEAL of office, this 9th day of May, 1995.
/s/ PEGGY G. SIMPSON
--------------------------------------
Peggy G. Simpson
Notary Public, State of Texas
PEGGY G. SIMPSON
[SEAL] Notary Public
State of Texas
Commission Expires 11-20-97
<PAGE> 15
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UGC, INC.
UGC, Inc. (the "Corporation"), a corporation organized and existing
under the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY
AS FOLLOWS:
FIRST: The Certificate of Incorporation of the Corporation was filed
in the office of the Secretary of State of the State of Delaware on December
28, 1984.
SECOND: The Certificate of Incorporation of the Corporation is amended
so that Article One shall read in its entirety as follows:
"ARTICLE ONE
The name of the Corporation is
UNITED INSURANCE COMPANIES, INC."
THIRD: The Certificate of Incorporation of the Corporation is amended
so that Article Four shall read in its entirety as follows:
"ARTICLE FOUR
The aggregate number of shares which the
Corporation shall have authority to issue is
Ten Million (10,000,000), consisting of Ten
Million (10,000,000) shares of common stock
with a par value of One cent (1c) per share."
FOURTH: The foregoing amendments were duly proposed by resolution of
the board of Directors and duly adopted by all of the shareholders of the
Corporation in accordance with the
<PAGE> 16
provisions of Section 242(b) of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this
15th day of June, 1985.
UGC, INC. (HEREAFTER TO BE UNITED
INSURANCE COMPANIES, INC.)
By: /s/ RONALD L. JENSEN
-----------------------------------
Ronald L. Jensen, President and
Chairman of the Board of
Directors of the Corporation
Attest:
/s/ LEE STRAHAN
- --------------------------
Lee Strahan, Secretary
- 2 -
<PAGE> 17
CERTIFICATE OF MERGER
OF
UNITED GROUP COMPANIES, INC.
INTO
UGC, INC.
THE UNDERSIGNED CORPORATIONS DO HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger are as follows:
<TABLE>
<CAPTION>
NAME STATE OF INCORPORATION
---- ----------------------
<S> <C>
United Group Companies, Inc. Texas
UGC, Inc. Delaware
</TABLE>
SECOND: That an Agreement and Plan of Merger among the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with subsection (c) of Section
252, of the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation is UGC, Inc.
FOURTH: That the surviving corporation is incorporated in the State of
Delaware and that the certificate of incorporation of UGC, Inc., a Delaware
corporation, shall be the certificate of incorporation of the surviving
corporation.
FIFTH: That the executed Agreement and Plan of Merger is on file at
the principal place of business of the surviving corporation and that the
address of the principal
<PAGE> 18
place of business of the surviving corporation is 2121 Precinct Line Road,
Suite 202, Hurst, Texas 76053.
SIXTH: That a copy of the Agreement and Plan of Merger will be
furnished by the surviving corporation, on request and without cost, to any
stockholder of any constituent corporation.
SEVENTH: That the authorized capital stock of each constituent
corporation which is not incorporated in the State of Delaware is as follows:
<TABLE>
<CAPTION>
Name Authorized Capital Stock
---- ------------------------
<S> <C>
United Group Companies, Inc. 500,000 shares common
par value $1.00
</TABLE>
EIGHTH: That this Certificate of Merger shall be effective on March
31, 1985.
Dated: March 29, 1985
ATTEST: UNITED GROUP COMPANIES, INC.
/s/ LEE STRAHAN /s/ RONALD JENSEN
- ------------------------ --------------------------
Lee Strahan, Secretary Ronald Jensen, President
ATTEST: UGC, INC.
/s/ LEE STRAHAN /s/ RONALD JENSEN
- ----------------------- --------------------------
Lee Strahan, Secretary Ronald Jensen, President
<PAGE> 19
ARTICLES OF MERGER
OF
DOMESTIC AND FOREIGN CORPORATIONS
Pursuant to the provisions of Article 5.07 of the Texas Business
Corporation Act, the undersigned domestic and foreign corporations adopt the
following Articles of Merger for the purpose of merging them into one of such
corporations.
1. The names of the undersigned corporations and the states under
the laws of which they are respectively organized are:
<TABLE>
<CAPTION>
NAME OF CORPORATION STATE
------------------- -----
<S> <C>
United Group Companies, Inc. Texas
UGC, Inc. Delaware
</TABLE>
2. The laws of the state under which such foreign corporation is
organized permit such merger.
3. The name of the surviving corporation is UGC, Inc., and it is
to be governed by the laws of the State of Delaware.
4. There is attached hereto as Exhibit A a copy of the
Certificate of Merger being filed on the date hereof in the State of Delaware.
5. The Plan of Merger, which was approved by the shareholders of
the undersigned domestic corporation in the manner prescribed by the Texas
business Corporation Act and approved by the undersigned foreign corporation in
the manner prescribed by the laws of the state under which it is organized, is
set forth in Exhibit B which is attached hereto and hereby incorporated herein.
<PAGE> 20
6. As to each of the undersigned corporations, the number of
shares outstanding, and the designation and number of outstanding shares of
each class entitled to vote as a class on such Plan, are as follows:
<TABLE>
<CAPTION>
Number of Entitled to Vote as a Class
Name of Shares Designation Number of
Corporation Outstanding of Class Shares
----------- ----------- ----------- ---------------
<S> <C> <C> <C>
United Group Companies, Inc. 120,000 Common Stock 120,000
UGC, Inc. 100 Common Stock 100
</TABLE>
7. The shareholders of each of the undersigned corporations voted
unanimously for such Plan.
8. UGC, Inc., the surviving corporation hereby: (a) agrees that
it may be served with process in the State of Texas in any proceeding for the
enforcement of any obligation of the undersigned domestic corporation and in
any proceeding for the enforcement of the rights of a dissenting shareholder of
such domestic corporation against the surviving corporation; (b) irrevocably
appoints the Secretary of State of Texas as its agent to accept service of
process in any such proceedings; and (c) agrees that it will promptly pay to
the dissenting shareholders of such domestic corporation the amount, if any, to
which they shall be entitled under the provisions of the Texas Business
Corporation Act with respect to the rights of dissenting shareholders.
Dated: March 29, 1985
ATTEST: UNITED GROUP COMPANIES, INC.
By /s/ RONALD JENSEN
- ----------------------------- --------------------------------
Lee Strahan, Secretary Ronald Jensen, President
ATTEST: UGC, INC.
By /s/ RONALD JENSEN
- ----------------------------- --------------------------------
Lee Strahan, Secretary Ronald Jensen, President
<PAGE> 21
State of Texas
County of Tarrant
The undersigned notary public does hereby certify that on this 28th
day of March, 1985, personally appeared before me Ronald Jensen who, being by
me first duly sworn, declared that he is the President of UGC, Inc., that he
signed the foregoing document as President of the corporation, and that the
statements therein contained are true.
/s/ RISA NICHOLS
------------------------------
Notary Public in and for
Tarrant County, Texas
State of Texas
County of Tarrant
The undersigned notary public does hereby certify that on this 28th
day of March, 1985, personally appeared before me Ronald Jensen who, being by
me first duly sworn, declared that he is the President of United Group
Companies, Inc., that he signed the foregoing document as President of the
corporation, and that the statements therein contained are true.
/s/ RISA NICHOLS
------------------------------
Notary Public in and for
Tarrant County, Texas
<PAGE> 22
CERTIFICATE OF INCORPORATION
OF
UGC, INC.
The undersigned natural person of the age of eighteen (18) years or
more, acting as incorporator of a corporation (hereinafter called the
"Corporation") pursuant to Section 102 of the General Corporation Law of the
State of Delaware, hereby adopts the following Certificate of Incorporation for
the Corporation.
ARTICLE ONE
The name of the Corporation is UGC, Inc.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose for which the Corporation is organized is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware, as now existing or hereafter
amended.
ARTICLE FOUR
The aggregate number of shares which the Corporation shall have
authority to issue is Five Million (5,000,000), consisting of Five Million
(5,000,000) shares of common stock with a par value of One Cent (1 cent)
per share.
ARTICLE FIVE
The Corporation will not commence business until it has received for
the issuance of its shares consideration of the value of One Thousand and
No/100 Dollars ($1,000.00), consisting of money, labor done or property
actually received.
ARTICLE SIX
The address of the registered office of the Corporation in the State
of Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle, Delaware 19801. The name of the registered
agent at such address is The Corporation Trust Company.
<PAGE> 23
ARTICLE SEVEN
The number of directors constituting the initial board of directors is
five (5), and the names and addresses of the persons who are to serve as such
initial directors until the first annual meeting of the stockholders or until
their respective successors have been duly elected and qualified are:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Ronald L. Jensen 4612 O'Connor Court
Irving, Texas 75062
John Maurer 3549 West Northgate, Apt. 2314
Irving, Texas 75062
Marvin Gill P.O. Box 1239
Conway, Arkansas 72032
Larry Ballantyne 13180 Nottingham Court
P.O. Box 112
Chardon, Ohio 44024
Gary L. Friendman 741 Spring Valley Drive
Hurst, Texas 76054
</TABLE>
Election of directors need not be by written ballot unless so required
in the Bylaws of the Corporation.
ARTICLE EIGHT
The name and mailing address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Jeffrey I. Gordon 2000 Pennsylvania Avenue, N.W.
Suite 6500
Washington, D.C. 20006
</TABLE>
ARTICLE NINE
Each outstanding share of common stock of the Corporation is entitled
to one (1) vote on each matter submitted to a vote of stockholders of the
Corporation. Cumulative voting for the election of directors of the
Corporation is expressly prohibited.
ARTICLE TEN
No stockholder of the Corporation and no other person shall have any
preemptive right whatsoever to acquire any securities of the Corporation,
except to the extent the board of directors of the Corporation authorizes a
preemptive right.
- 2 -
<PAGE> 24
ARTICLE ELEVEN
The Corporation may directly or indirectly enter into contracts,
agreements, understandings or other transactions (i) with its directors,
officers, employees or stockholders or in which any one or more of such persons
directly or indirectly has an interest; or (ii) with any partnership,
corporation or other entity in which any one or more of its directors,
officers, employees or stockholders is a member, director, officer, employee,
stockholder or otherwise directly or indirectly has an interest. Any such
contract, agreement, understanding or other transaction shall not be
invalidated or in any way affected adversely by the fact that any officer,
director, employee or stockholder has or may have an interest or interests
therein or related thereto which are or might be adverse to the best interest
of the Corporation, even though the vote or approval of any officer, director,
employee or stockholder of the Corporation having such an adverse interest
shall have been necessary to obligate the Corporation upon any such contract,
agreement, understanding or other transaction; and no director, officer,
employee or stockholder having such adverse interest shall be liable to the
Corporation or to any stockholder or creditor thereof, or to any other person,
for any loss or liability incurred by the Corporation by reason of any
contract, agreement, understanding or other transaction, nor shall any such
director, officer, employee or stockholder be accountable to the Corporation,
or otherwise, for any gains or profits realized in connection therewith;
provided that at the time such contract, agreement, understanding or other
transaction is approved by the Corporation, whether by the board of directors,
stockholders or duly authorized officers or employees, that any direct or
indirect interest of any officer, director, employee or stockholder of the
Corporation therein was fully disclosed, and that any such contract, agreement,
understanding or other transaction shall not, at the time at which it was
entered into, have been in any way fraudulent as to the Corporation or its
stockholders.
ARTICLE TWELVE
The board of directors shall adopt the initial Bylaws of the
Corporation. The power to alter, amend or repeal the Bylaws or adopt new
Bylaws shall be vested in the board of directors, subject to repeal or change
by action of stockholders representing a majority of shares of the Corporation
entitled to vote on such repeal or change.
- 3 -
<PAGE> 25
ARTICLE THIRTEEN
Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under the provisions of section 279 of Title 8 of
the Delaware Code, order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths (3/4) in value of the creditors
or class of creditors, and/or of the stockholders or class of stockholders of
the Corporation, as the case may be, agree to any compromise or arrangement and
to any reorganization of the Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which said application has been made, be
binding on all the creditors or class of creditors, and/or on all of the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.
ARTICLE FOURTEEN
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
IN WITNESS WHEREOF, I have hereunto set my hand this twenty-sixth
(26th) day of December, 1984, and I affirm the foregoing certificate is my act
and deed and that the facts stated therein are true.
/s/ JEFFREY I. GORDON
----------------------------------
Jeffrey I. Gordon, Incorporator
- 4 -
<PAGE> 1
EXHIBIT 5(i)
UICI
4001 McEwen Drive, Suite 200 o Dallas, Texas 75244
Voice: (972) 392-6719 Fax: (972) 392-6717 Email: [email protected]
August 13, 1999
UICI
4001 McEwen Drive
Suite 200
Dallas, Texas 75244
Re: 4,000,000 Shares of Common Stock, par value $0.01 per share,
issued pursuant to UICI 1998 Employee Stock Option Plan
and 1998 Agents' Stock Option Plan
Ladies and Gentlemen:
I serve as Executive Vice President and General Counsel of UICI (the
"Company"), and in such capacity I have acted as counsel to the Company in
connection with the proposed issuance of the Common Stock referred to above (the
"Shares") pursuant to the UICI 1998 Employee Stock Option Plan and 1998 Agents'
Stock Option Plan. The Shares are the subject of the Company's Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, to which
this opinion, with my consent, is attached as an exhibit.
As to certain questions of fact, I have relied upon statements and
certificates of certain officers of the Company and other professionals retained
by the Company. I have assumed the authenticity of all documents submitted to me
as originals, the genuineness of all signatures, the legal capacity of all
natural persons and the conformity to the originals of all documents submitted
to me as copies. I have examined all records, instruments and documents which I
have deemed necessary for the purpose of this opinion.
Based upon the foregoing and upon my general familiarity with the
properties and affairs of the Company, I am of the opinion that:
1. The Company is a validly organized and legally-existing corporation
under the law of the State of Delaware.
2. When, as and if the Shares have been duly issued and delivered, and
the consideration for the Shares has been duly received by the Company
in the manner contemplated by the Registration Statement, the Shares
will be legally issued, fully paid, and non-assessable shares of stock
of the Company.
Very truly yours,
/S/ GLENN W. REED
Glenn W. Reed
Executive Vice President and
General Counsel
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8) pertaining to the UICI 1998 Employee Stock
Option Plan and UICI 1998 Agents' Stock Option Plan of UICI and to the
incorporation by reference therein of our report dated March 12, 1999, with
respect to the consolidated financial statements and schedules of UICI included
in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
------------------------
ERNST & YOUNG LLP
Dallas, Texas
August 12, 1999
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, UICI, a Delaware corporation (herein referred to as the
"Company"), intends to file with the Securities and Exchange Commission, under
the Securities Act of 1933, as amended, a Registration Statement on Form S-8
relating to the issuance and sale of up to 4,000,000 shares of its Common Stock,
par value $0.01 per share, to be issued under the Company's 1998 UICI Employee
Stock Option Plan and 1998 UICI Agents' Stock Option Plan; and
WHEREAS, each of the undersigned holds the office or offices in the
Company herein below set opposite his or her name, respectively;
NOW, THEREFORE, each of the undersigned hereby constitutes and appoints
Gregory T. Mutz and Glenn W. Reed and each of them individually, his attorney
with full power to act for him or her and in his name, place and stead, to sign
his name in the capacity or capacities set forth below to the Company's
Registration Statement on Form S-8 relating to the issuance and sale of up to
4,000,000 shares of the Company's Common Stock, par value $0.01 per share, to be
issued under the Company's 1998 UICI Employee Stock Option Plan and 1998 UICI
Agents' Stock Option Plan and to any and all amendments (including
post-effective amendments) to such Registration Statement, and hereby ratifies
and confirms all that said attorney may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this
13th day of August 1999.
Ronald L. Jensen, Chairman and
Director
---------------------------------
Gregory T. Mutz, Director and
President and Chief Executive Officer /s/ Gregory T. Mutz
---------------------------------
Richard J. Estell, Director /s/ Richard J. Estell
---------------------------------
Richard T. Mockler, Director /s/ Richard T. Mockler
---------------------------------
Patrick J. McLaughlin, Director /s/ Patrick J. McLaughlin
---------------------------------
Stuart D. Bilton, Director /s/ Stuart D. Bilton
---------------------------------
George H. Lane, III, Director /s/ George H. Lane, III
---------------------------------
