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Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES 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 EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN
(Full title of the Plan)
Glenn W. Reed, Esq.
Executive Vice President and General Counsel
UICI
4001 McEwen Drive, Suite 200
Dallas, Texas 75244
(972) 392-6700
(Name and address of agent for service)
Telephone: (972) 392-6700
(Telephone number, including area code, of agent for service)
Copy of all communications to:
Robert J. Joseph, Esq.
Gardner, Carton & Douglas
321 North Clark Street
Chicago, Illinois 60610
(312) 644-3000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To be To be Price Offering Registration
Registered Registered (1) Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 1,610,000 shares $5.25 $8,452,500 $2,232
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</TABLE>
(1) In addition, pursuant to Rule 416(c) 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.
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PART II
This Registration Statement covers 1,610,000 additional shares of
Common Stock, par value $.01 per share of UICI (the "Common Stock"), which may
be offered or sold from time to time pursuant to the UICI Employee Stock
Ownership and Savings Plan (formerly the United Insurance Companies, Inc.
Employee Stock Ownership Plan). The Registrant previously registered the
issuance of 2,500,000 shares of Common Stock in connection with the United
Insurance Companies, Inc. Employee Stock Ownership Plan on its Registration
Statement on Form S-8 (Registration No. 333-19891) as filed with the Securities
and Exchange Commission on January 16, 1997. The contents of Registration
Statement No. 333-19891 are incorporated by reference herein.
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,
1999;
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000;
(c) The Registrant's Current Reports on Form 8-K filed with the Securities
and Exchange Commission on February 14, 2000, (dated February 10,
2000), February 28, 2000 (dated February 18, 2000), March 7, 2000
(dated February 28, 2000), March 23, 2000 (dated March 17, 2000),
April 19, 2000 (dated April 14, 2000), July 6, 2000 (dated June 29,
2000) and August 3, 2000 (dated August 2, 2000);
(d) 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; and
(e) The Plan's Annual Report on Form 11-K for the year ended December 31,
1999.
In addition, each document filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 herein and to be part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS 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, 1999, 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.
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The consolidated financial statements and schedules of the Plan
appearing in Plan's Annual Report (Form 11-K) for the year ended December 31,
1999, have been audited by Whitley Penn, 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.
The legality of the shares of the Common Stock of UICI to be issued in
connection with the UICI Employee Stock Ownership and Savings Plan is being
passed upon for UICI by Glenn W. Reed, Executive Vice President and General
Counsel of UICI. At June 30, 2000, Mr. Reed was the beneficial owner of
33,929.42 shares of UICI Common Stock (including options to purchase 5,700
shares of Common Stock).
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
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
4.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 4.1(i)(a) to the Registrant's Form S-8 (File No.
333-85113), filed August 13, 1999).
4.2 Restated By-Laws of the Registrant (incorporated by reference to
Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q (File No.
1-14953), filed on May 14, 1998).
5.1 Opinion of Counsel regarding legality of securities.
15 None.
23.1 Auditors' Consent.
23.2 Auditors' Consent.
23.3 Consent of Counsel (included in Exhibit 5).
24.1 Power of attorney.
99 None.
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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 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.
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, the changes in volume and price represent no
more than 20% change in the maximum 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;
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 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 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by
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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.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities 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, on this 14th day of
August 2000.
UICI
By /s/ GREGORY T. MUTZ
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Gregory T. Mutz,
President and Chief Executive Officer
Pursuant to the requirements of Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE
/s/ RONALD L. JENSEN
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Ronald L. Jensen,
Chairman of the Board and Director
August 14, 2000
/s/ GREGORY T. MUTZ
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Gregory T. Mutz,
President, Chief Executive Officer, Principal Financial
Officer and Director
August 14, 2000
/s/ CONNIE PALACIOS
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Maria Consuelo Palacios
Controller
(Chief Accounting Officer)
August 14, 2000
RICHARD T. MOCKLER*
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Richard T. Mockler,
Director
August 14, 2000
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GEORGE H. LANE, III*
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George H. Lane, III,
Director
August 14, 2000
STUART D. BILTON*
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Stuart D. Bilton,
Director
August 14, 2000
PATRICK J. MCLAUGHLIN*
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Patrick J. McLaughlin,
Director
August 14, 2000
WILLIAM J. GEDWED*
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William J. Gedwed,
Director
August 14, 2000
*By /s/ GLENN W. REED
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Glenn W. Reed,
Attorney-in-Fact
August 14, 2000
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Administrative Committee appointed under the UICI Employee Stock Ownership
and Savings Plan 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, on this 14th day of August, 2000.
UICI EMPLOYEE STOCK OWNERSHIP AND
SAVINGS PLAN
By /s/ ALAN D. TRACY
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Alan D. Tracy
Member of the Administrative Committee
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EXHIBIT INDEX
4.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 4.1(i)(a) to the Registrant's Form S-8 (File No.
333-85113), filed August 13, 1999).
4.2 Restated By-Laws of the Registrant (incorporated by reference to 3.2 to
Registrant's Quarterly Report on Form 10-Q (File No. 1-14953), filed on
May 14, 1998).
5.1 Opinion of Counsel regarding legality of securities.
15 None.
23.1 Auditors' Consent.
23.2 Auditors' Consent.
23.3 Consent of Counsel (included in Exhibit 5).
24.1 Power of attorney.
99 None.
