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As filed with the Securities and Exchange Commission on October 26, 1995
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SURETY CAPITAL CORPORATION
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(Exact name of issuer as specified in its charter)
DELAWARE 75-2065607
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1845 PRECINCT LINE ROAD, SUITE 100, HURST, TEXAS 76054
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(Address of Principal Executive Offices)
1995 INCENTIVE STOCK OPTION PLAN OF SURETY CAPITAL CORPORATION
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(Full title of the plan)
MR. C. JACK BEAN, 1845 PRECINCT LINE ROAD, SUITE 100, HURST, TEXAS 76054
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(Name and address of agent for service)
817-498-2749
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(Telephone number, including area code, of agent for service)
THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS AND NOTICES TO:
MARGARET E. HOLLAND
TRACY & HOLLAND
306 WEST SEVENTH STREET, SUITE 500
FORT WORTH, TEXAS 76102
817-335-1050
817-332-3140 (TELECOPY)
(COUNSEL FOR THE ISSUER)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Offer- Registration
be Registered Registered Per Share/(1)(2)/ ing Price/(1)(2)/ Fee
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<S> <C> <C> <C> <C>
Common Stock, 100,000 $4.46875 $446,875.00 $154.10
par value $0.01 shares
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</TABLE>
(1) Computed in accordance with Rule 457(c) of the Securities Act of 1933, as
amended, on the basis of the average of the high and low prices of the
Common Stock on the American Stock Exchange, Inc. for October 23, 1995.
(2) Determined solely for the purpose of computing the registration fee.
____________________
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1994;
(b) Current Report on Form 8-K dated January 11, 1995;
(c) Amendment to the Current Report on Form 8-K/A for event dated
December 20, 1994, filed February 6, 1995;
(d) Amendment to the Quarterly Report on Form 10-Q/A (Amendment No. 1)
for the quarter ended June 30, 1994, filed June 19, 1995;
(e) Quarterly Report on Form 10-Q for the quarter ended March 31, 1995;
(f) Quarterly Report on Form 10-Q for the quarter ended June 30, 1995;
(g) Current Report on Form 8-K dated September 28, 1995; and
(h) The description of the Common Stock contained in the Company's
registration statement filed pursuant to Section 12 of the Exchange
Act, and all amendments thereto and reports which have been filed
for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13,
14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and shall be deemed to be a part hereof from
the date of the filing of such documents with the Commission.
ITEM 4. DESCRIPTION OF SECURITIES.
The shares being offered hereunder are registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Neither any expert named in the Registration Statement as having prepared
or certified any part hereof (or as named as having prepared or certified a
report or valuation for use in connection with the Registration Statement),
nor any counsel for the Company named in the Prospectus as having given an
opinion upon the validity of the securities being registered or upon other
legal matters
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in connection with the registration or offering of such securities, was
employed for such purpose on a contingent basis, or at the time of such
preparation, certification or opinion or at any time thereafter through the
date of effectiveness of this Registration Statement or that part of this
Registration Statement to which such preparation, certification or opinion
relates, had, or is to receive in connection with the Registration Statement,
a substantial interest, direct or indirect, in the Company or its subsidiary
or was connected with the Company or the subsidiary as a promoter,
underwriter, voting trustee, director, officer or employee.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Delaware Corporation Law (the "Act") empowers
a corporation to indemnify its directors and officers and to purchase
insurance with respect to liability arising out of their capacity or status as
directors and officers. The Company's articles of incorporation and bylaws
provide for the indemnification of its directors and officers to the full
extent permitted by law.
In particular, the Company shall indemnify any director, officer or
employee or former director, officer or employee of the Company, or any person
who may have served at its request, as a director, officer or employee of
another corporation in which it owns shares of stock, or of which it is a
creditor, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement to the full extent permitted by Section 145 of the
General Delaware Corporation Law, including the power to purchase and maintain
insurance, as provided in Paragraph (g) of said Section 145.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
There are no restricted securities being reoffered or resold pursuant to
this Registration Statement.
ITEM 8. EXHIBITS.
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<S> <C>
5 Opinion and Consent of Tracy & Holland*
23.01 Consent of Tracy & Holland (contained in the Opinion filed as
Exhibit 5 to this Registration Statement)*
23.02 Consent of Coopers & Lybrand, independent certified public
accountants*
99.01 1995 Incentive Stock Option Plan of Surety Capital Corporation (1)
(10.12)
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______________________________
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<S> <C>
* Filed herewith.
(1) Filed with the Company's Form 10-K dated December 31, 1994 and
incorporated by reference herein.
</TABLE>
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act 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 amend ment 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 (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the 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) 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 Section 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 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.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed 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 Act and will be governed by the
final adjudication of such issue.
POWER OF ATTORNEY
Know All Men By These Presents that each person whose signature appears
on the signature pages of this Registration Statement constitutes and appoints
C. Jack Bean and Bobby W. Hackler, and each of them, or any one of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, or any of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any one of them or his
substitutes, may lawfully do or cause to be done by virtue hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the 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 Fort Worth, State of Texas, on
October 17, 1995.
SURETY CAPITAL CORPORATION
(Registrant)
By:/s/ C. Jack Bean
----------------------------------------
C. Jack Bean, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this report
has been signed below by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ C. Jack Bean Chairman of the Board October 17, 1995
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C. Jack Bean and Director (Princi-
pal Executive Officer)
/s/ G. M. Heinzelmann, III President and October 17, 1995
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G. M. Heinzelmann, III Director
/s/ Bobby W. Hackler Vice President, October 17, 1995
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Bobby W. Hackler Secretary and Chief
Financial Officer
(Principal Accounting
Officer)
/s/ William B. Byrd Director October 17, 1995
- ----------------------------
William B. Byrd
/s/ Joseph S. Hardin Director October 17, 1995
- ----------------------------
Joseph S. Hardin
</TABLE>
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<PAGE>
/s/ Michael L. Milam Director October 17, 1995
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Michael L. Milam
/s/ Garrett Morris Director October 17, 1995
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Garrett Morris
/s/ Cullen W. Turner Director October 17, 1995
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Cullen W. Turner
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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<S> <C> <C>
5 Opinion and Consent of Tracy & Holland ___
23.01 Consent of Tracy & Holland (contained ___
in the Opinion filed as Exhibit 5 to
this Registration Statement)
23.02 Consent of Coopers & Lybrand, indepen- ___
dent certified public accountants
</TABLE>
<PAGE>
EXHIBIT 5
TRACY & HOLLAND
(A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS)
ATTORNEYS AT LAW
306 WEST SEVENTH STREET, SUITE 500
FORT WORTH, TEXAS 76102-4982
J. DAVID TRACY, P.C.
J. WALKER HOLLAND, P.C.
MARGARET E. HOLLAND, P.C. FAX (817) 332-3140
GEORGE T. JOHNS, P.C. TELEPHONE (817) 335-1050
LEWIS D. SCHWARTZ, P.C. METRO (817) 429-9463
October 24, 1995
Surety Capital Corporation
1845 Precinct Line Road, Suite 100
Hurst, Texas 76054
Re: Registration Statement on Form S-8, Surety Capital
Corporation 1995 Incentive Stock Option Plan
Gentlemen:
Pursuant to your request, we have examined a copy of the Surety Capital
Corporation 1995 Incentive Stock Option Plan (the "Plan"), which was approved by
the Board of Directors in February 1995 and by the shareholders of Surety
Capital Corporation (the "Company") in April 1995. We have also examined the
Certificate of Incorporation of the Company, as amended, the Restated Bylaws of
the Company, and corporate proceedings of the Company as reflected in minutes of
meetings of the shareholders and the Board of Directors of the Company.
Based upon our examination of the foregoing papers and documents, together
with the examination of such other papers and documents and the investigation of
such matters of law as we have deemed relevant or necessary in rendering this
opinion, we hereby advise you that we are of the opinion that:
Shares of the Common Stock of the Company purchasable upon the exercise of
any option granted under the Plan will, upon issuance by the Company in
accordance with the terms of the respective agreements under which such options
may be granted, be duly and validly issued, and will be fully paid and
nonassessable, whether such shares shall theretofore have been authorized but
unissued shares of the Common Stock of the Company or shares reacquired by the
Company and held by it as treasury shares, provided that the purchase price
under each such agreement shall be at least equal to the par value of the shares
issued thereunder.
We consent to the use of this opinion in connection with the Registration
Statement on Form S-8 and the Prospectus constituting a part thereof filed by
the Company with the Securities and Exchange Commission for the registration
under the Securities Act of
<PAGE>
Surety Capital Corporation
October 24, 1995
Page 2
1933, as amended, of 100,000 shares of the Common Stock of the Company and an
undetermined number of additional shares as may become issuable thereunder as
required by the anti-dilution provisions of the Plan.
Very truly yours,
TRACY & HOLLAND
By: Margaret E. Holland, P.C.,
Partner
By:/s/ Margaret E. Holland
-----------------------
Margaret E. Holland,
President
<PAGE>
EXHIBIT 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Surety Capital Corporation on Form S-8 (File No. 33-_____) of our report dated
January 27, 1995, except as to the information presented in Note 7, for which
the date is March 8, 1995 on our audits of the consolidated financial statements
of Surety Capital Corporation as of December 31, 1994 and 1993, and for each of
the three years in the period ended December 31, 1994, which report is included
in the Annual Report on Form 10-K for the year ended December 31, 1994. We also
consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Fort Worth, Texas
September 27, 1995
