<PAGE>
As filed with the Securities and Exchange Commission on October 26, 1995
Registration No. 33-35415
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SURETY CAPITAL CORPORATION
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
1988 INCENTIVE STOCK OPTION PLAN OF SURETY CAPITAL CORPORATION
- --------------------------------------------------------------------------------
(Full title of the plan)
MR. C. JACK BEAN, 1845 PRECINCT LINE ROAD, SUITE 100, HURST, TEXAS 76054
- --------------------------------------------------------------------------------
(Name and address of agent for service)
817-498-2749
- --------------------------------------------------------------------------------
(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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Offer- Registration
be Registered Registered Per Share/(1)/ ing Price/(1)/ Fee/(1)/
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 71,718 Not Not Not
par value $0.01 shares applicable applicable applicable
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) A registration fee of $188.00 was paid with the initial filing of this
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on June 14, 1990. The fee was computed on the basis of the
average of the NASDAQ bid and asked prices on June 4, 1990, based on
100,000 shares registered, as adjusted for the 1:10 reverse stock split on
June 14, 1993.
____________________
<PAGE>
SURETY CAPITAL CORPORATION
<TABLE>
<CAPTION>
Form S-8, General
Instruction C
Item Number and Caption Heading in Prospectus
----------------------- ---------------------
<S> <C> <C>
1. Forepart of Registration State- Facing Page of Registration
ment and Outside Front Cover Statement; Cross Reference Sheet;
Page of Prospectus Cover Page of Prospectus
2. Inside Front and Outside Back AVAILABLE INFORMATION; TABLE OF
Cover Pages of Prospectus CONTENTS
3. Summary Information, Risk THE COMPANY
Factors and Ratio of Earnings to
Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security-Holders SELLING SHAREHOLDERS
8. Plan of Distribution PLAN OF DISTRIBUTION
9. Description of Securities to be Not Applicable
Registered
10. Interests of Named Experts and EXPERTS
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Docu- INCORPORATION OF CERTAIN DOCU-
ments by Reference MENTS BY REFERENCE
13. Disclosure of Commission Posi- Not Applicable
tion on Indemnification for
Securities Act Liabilities
</TABLE>
<PAGE>
PROSPECTUS
SURETY CAPITAL CORPORATION
71,718 SHARES
COMMON STOCK
This Prospectus relates to the offer and sale from time to time of up to
71,718 shares of common stock, $0.01 par value (the "Shares") of Surety Capital
Corporation (the "Company") by the Selling Shareholders (the "Offer ing"), and
is prepared in accordance with General Instruction C to Form S-8, to be used in
connection with the resale of CONTROL SECURITIES to be acquired by the Selling
Shareholders pursuant to the exercise of options granted under the 1988
Incentive Stock Option Plan of Surety Capital Corporation (the "Plan"). See
"SELLING SHAREHOLDERS."
Selling Shareholders, directly or through agents, dealers or
underwriters, may sell the Shares from time to time on terms to be determined at
the time of sale. To the extent required, the specific number of Shares to be
sold, the names of the Selling Shareholders, respective purchase prices and
public offering prices, the name of any agent, dealer or underwriter, and
applicable discounts or commissions with respect to a particular offer, will be
set forth in an accompanying Prospectus supplement. See "PLAN OF DISTRIBUTION."
This Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any of the securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make such an offer or solicitation in such
jurisdiction. No person has been authorized to give any information or to make
any representations other than those contained in this Prospectus or the
documents incorporated by reference herein in connection with the Offering made
hereby, and, if given or made, such information or representa tions must not be
relied upon as having been authorized by the Company or any Selling Shareholder.
Neither the delivery of this Prospectus or any Prospec tus supplement nor any
sale made hereunder or thereunder, shall under any circumstances create any
implication that the information herein or therein is correct as of any time
subsequent to the date of such information.
The Company's common stock is traded on American Stock Exchange, Inc.'s
primary list under the symbol "SRY."
THESE SECURITIES INVOLVE A SIGNIFICANT DEGREE OF RISK. SEE "RISK
FACTORS."
NO INVESTOR OR INVESTORS ACTING TOGETHER MAY ACQUIRE IN THE AGGREGATE TEN
PERCENT (10%) OR MORE OF THE COMPANY'S COMMON STOCK WITHOUT COMPLYING WITH THE
PRIOR NOTICE REQUIREMENTS OF THE BANK CHANGE OF CONTROL ACT.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESEN TATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is October 26, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports and
other information with the Securities and Exchange Commission ("Commission") the
Commission. The Registration Statement filed with respect to this Prospectus,
and all other reports, proxy statements and other information can be inspected
free of charge at the offices of the Commission at Room 1024, 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549; and at 801 Cherry Street,
Nineteenth Floor, Fort Worth, Texas 76102. Copies of such material may be
obtained upon the payment of prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549.
The Common Stock of the Company is traded on the American Stock Exchange,
Inc., and reports, proxy statements and other information concerning the Company
can be inspected at the American Stock Exchange, Inc. at 86 Trinity Place, Fifth
Floor Library, New York, New York 10006. The telephone number of the American
Stock Exchange, Inc. is 212-306-1290.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File
No. 33-1983) are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1994 (the "1994 Form 10-K");
(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 (Amend ment 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;
and
(g) Current Report on Form 8-K dated September 28, 1995.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering shall be deemed to be incorporated by reference in
this Prospectus from the respective dates of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
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<PAGE>
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus has been delivered, upon written or oral request of such person, a
copy of any or all of the documents that have been incorporated by reference in
this Prospectus, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference in such documents). Any such requests
should be directed to Mr. Bobby W. Hackler, Surety Capital Corporation, 1845
Precinct Line Road, Suite 100, Hurst, Texas 76054, 817-498-2749.
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<PAGE>
THE COMPANY
Surety Capital Corporation (the "Company"), a corporation incorporated
under the laws of the state of Delaware in 1985, is a bank holding company
registered under the Bank Holding Company Act of 1956, as amended. The Company
owns over ninety-nine percent (99%) of the issued and outstanding shares of
capital stock of Surety Bank, National Association, formerly Texas Bank,
National Association and formerly Texas National Bank, Lufkin, Texas (the
"Bank"), with full service offices in Hurst, Lufkin, Chester, Wells, Kennard,
Whitesboro and Waxahachie, Texas.
For additional information regarding the Company and the Bank, see the
1994 Form 10-K and other documents incorporated by reference herein. The Bank
is engaged in general commercial banking and consumer banking. As of October 15,
1995 there were 420 shareholders of record of the Company.
The Company's principal executive offices are located at 1845 Precinct
Line Road, Suite 100, Hurst, Texas 76054, and its telephone number is 817-498-
2749.
RISK FACTORS
In addition to the other information in this Prospectus, prospective
investors should carefully consider the following factors which individually or
cumulatively could result in the decline or loss in the value of the Shares
offered hereby:
THE OVERTON BANK & TRUST LOAN. On December 9, 1994 the Company borrowed
$1,750,000 from Overton Bank & Trust, N.A. ("Overton") bearing interest at two
percent above Overton's prime rate, with principal and interest due at maturity.
On the loan's original maturity date of June 7, 1995, the Company reduced the
balance of the loan to $500,000 and obtained a new note with a maturity date of
January 23, 1996. The loan is secured by all of the shares of the Bank owned by
the Company and by a personal guarantee of C. Jack Bean, Chairman of the Board
of the Company. The loan was obtained to assist the Bank in acquiring First
National Bank, located in Whitesboro, Texas. The Company subsequently reduced
the balance of this loan to $375,000 with the proceeds from the sale of shares
of common stock of the Company under its Registration Statement on Form S-2.
INSURANCE PREMIUM FINANCING CONCENTRATION MAY INCREASE RISK OF LOSSES.
As of December 31, 1994 insurance premium financing loans represented
approximately 32% of the total loans of the Bank. Such a high concentration of
insurance premium financing loans may expose the Bank to greater risk of loss
than would a more diversified loan portfolio, although no more than 10% of the
Bank's insurance premium financing loans are made regarding policies issued by
any one insurance company.
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<PAGE>
ALLOWANCE FOR LOAN LOSSES. The Bank attempts to establish an adequate
allowance for possible loan losses through management's analysis of current and
historical data. Loan losses different from the allowance provided by the Bank
could occur, and loan losses in excess of the allowance for loan losses are
possible. Loan losses in excess of the amount of the allowance could and
probably would have a material adverse effect on the financial condition of the
Bank and therefore the Company. At December 31, 1994 the Bank's allowance for
loan losses was 1.1% of total loans (net of unearned interest) and 574.8% of
total nonperforming loans. Management believes that all known losses in the
portfolio have been provided for.
EQUITY CAPITAL COMPLIANCE REQUIREMENTS FOR BANK AND COMPANY. Pursuant to
regulatory requirements, the Bank and the Company are required to maintain
certain levels of regulatory capital. Failure to meet these capital requirements
could expose the Company and/or the Bank to possible regulatory administrative
action or agreements, including, for the Bank, limitations on asset growth,
restrictions on operations, restrictions on payment of dividends or mandated
disposition of assets. For bank holding companies with less than $150 million in
consolidated assets, such as the Company, the capital requirements are applied
on a bank-only basis. Generally, a national bank is required to maintain a
minimum ratio of 8% qualifying capital to risk-weighted assets. Qualifying
capital includes common stockholders' equity and, subject to certain limi
tations, preferred stock, the allowance for loan losses, mandatory convertible
debt and subordinated debt. For purposes of calculating the ratio, assets are
assigned different risk weights, ranging from 0% for risk-free assets such as
cash to 100% for assets such as commercial loans. At December 31, 1994 the Bank
had a qualify ing capital to risk-weighted assets ratio of 11.17%. In addition,
the Bank is required to maintain a minimum level of 3% core (generally equity)
capital to assets. At December 31, 1994 the Bank had a 10.13% ratio of core
capital to assets. There can be no assurance that the Company will be
successful in maintaining or raising capital for the Bank sufficient to meet its
needs.
SHARES OWNED BY TENNESSEE RECEIVER'S OFFICE. Approximately 4.99% of the
total outstanding shares of the Company are currently held by the Tennessee
Receiver's Office (the "Liquidator") as a result of a Liquidation Order with
respect to Anchorage Fire & Casualty Insurance Company ("Anchorage"), a former
shareholder of the Company. Pursuant to the Liquidation Order, all assets of
Anchorage (including the shares of common stock of the Company owned by
Anchorage) are vested in the Liquidator. However, should the Liquidator attempt
to sell shares over a short period of time, such a transaction or transactions
could have a significant adverse effect on the market price for the common
stock.
RELIANCE ON KEY PERSONNEL. The Company and the Bank are highly dependent
upon their executive officers and key employees. Specifically, the Company
considers the services of C. Jack Bean, G. M. Heinzelmann, III, and Bobby W.
Hackler to be of vital import-
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<PAGE>
ance to the success of the Company. The unexpected loss of the services of any
of these individuals, particularly Mr. Bean, Chairman of the Board of the
Company, could have a detrimental effect on the Company and the Bank. The Bank
is the beneficiary of a $500,000 key man insurance policy on the life of Mr.
Bean.
"SOURCE OF STRENGTH DOCTRINE." The Board of Governors of the Federal
Reserve System (the "Federal Reserve") has announced a policy sometimes known as
the "source of strength doctrine" that requires a bank holding company to serve
as a source of financial and managerial strength to its subsidiary banks. The
Federal Reserve has interpreted this policy to require that a bank holding
company, such as the Company, stand ready to use available resources to provide
adequate capital funds to its subsidiary banks during periods of financial
stress or adversity. The Federal Reserve has stated that it would generally view
a failure to assist a troubled or failing subsidiary bank in these circumstances
as an unsound or unsafe banking practice or a violation of Regulation Y or both,
justifying a cease and desist order or other enforcement action, particularly if
appropriate resources are available to the bank holding company on a reasonable
basis. The requirement that a bank holding company, such as the Company, make
its assets and resources available to a failing subsidiary bank could have an
adverse effect on the Company and its shareholders.
RESTRICTION ON BANK DIVIDENDS. The Company does not intend to pay
dividends in the near future. However, the payment of cash dividends by the
Company in the future will depend to a large extent on the receipt of dividends
from the Bank. The ability of the Bank to pay dividends is dependent upon the
Bank's earnings and financial condition. The payment of cash dividends by the
Bank to the Company and by the Company to its shareholders is subject to
statutory and regulatory restrictions.
COMPETITION. There is significant competition among banks and bank
holding companies in the areas in which the Bank and the Company operate. The
Company believes that such competition among such banks and bank holding
companies, many of which have far greater assets and financial resources than
the Company, will continue to increase in the future. The Bank also encounters
intense competition in its commercial banking business from savings and loan
associations, credit unions, factors, insurance companies, commercial and
captive finance companies, and certain other types of financial institutions
located in other major metropolitan areas in the United States, many of which
are larger in terms of capital, resources and personnel. The casualty insurance
premium financing business of the Bank is also very competitive. Large insurance
companies offer their own financing plans, and other independent premium finance
companies and other financial institutions offer insurance premium financing.
GOVERNMENT REGULATION AND RECENT LEGISLATION. The Company and the Bank
are subject to extensive federal and state legislation, regulation and
supervision regarding banking and insurance premium
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<PAGE>
financing. Recently enacted or proposed legislation and regulations have had,
will continue to have or may have significant impact on the banking industry.
Some of the legislative and regulatory changes may benefit the Company and the
Bank, while others may increase the Company's costs of doing business and assist
competitors of the Company and the Bank. For example, under the Riegle-Neal
Interstate Banking and Branching Act of 1994, banks may acquire branches through
interstate mergers beginning June 1, 1997, unless a state "opts out." The Texas
Legislature has passed legislation to opt out until 1999. It is not possible to
predict whether this legislation will enhance or decrease the value of stock of
existing Texas-based financial institutions. In addition, persons, alone or
acting in concert with others, seeking to acquire more than 10% of any class of
voting securities must comply with the Change in Bank Control Act. Entities
seeking to acquire more than 5% of any class of voting securities must also
comply with the Bank Holding Company Act.
GENERAL ECONOMIC CONDITIONS AND MONETARY POLICY. The operating income
and net income of the Bank depend to a substantial extent on "rate
differentials," i.e., the differences between the income the Bank receives from
loans, securities and other earning assets, and the interest expense it pays to
obtain deposits and other liabilities. These rates are highly sensitive to many
factors which are beyond the control of the Bank, including general economic
conditions and the policies of various governmental and regulatory authorities.
For example, in an expanding economy, loan demand usually increases and the
interest rates charged on loans increase. Increases in the discount rate by the
Federal Reserve System usually lead to rising interest rates, which affect the
Bank's interest income, interest expense and investment portfolio. Also,
governmental policies such as the creation of a tax deduction for individual
retirement accounts can increase savings and affect the cost of funds.
SELLING SHAREHOLDERS
The following table sets forth certain information as of October 15, 1995
regarding the Common Stock of the Company benefi cially owned by the Selling
Shareholders, and any position, office or other material relationship which the
Selling Shareholders have had in the past three years with the Company.
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<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMMON STOCK UNDER
THIS OFFERING (3)
----------------------------
NUMBER PERCENTAGE
OF SHARES OF OF SHARES OF
SHARES ACQUIRED SUBJECT COMMON STOCK COMMON STOCK
POSITION, BENEFICIALLY UNDER TO OPTIONS OWNED OWNED
OFFICE OR OWNED PLAN & HELD OUTSTANDING AFTER SALE AFTER SALE
MATERIAL PRIOR TO SUBJECT TO UNDER THE UNDER THIS UNDER THIS
NAME (1) RELATIONSHIP OFFERING (2) THIS OFFERING PLAN (4) OFFERING (5) OFFERING (6)
- -------------------- -------------- ----------- ------------ ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
C. Jack Bean Chairman of the 206,019/(7)/ 16,504 11,900 177,615 4.98%
Board and Chief
Executive Officer
Bobby W. Hackler Vice President, 21,482/(8)/ 0 21,354 128 less than 1%
Secretary and
Chief Financial
Officer
G. M. Heinzelmann, President 29,685/(9)/ 0 21,960 7,725 less than 1%
III ============ ====== ====== ======= ====
TOTAL 257,186 16,504 55,214 185,468 5.21%
</TABLE>
(1) Except as otherwise noted, each of the persons named has sole voting and
dispositive power with respect to the shares reported.
(2) Includes all shares which have been or may have been acquired under the
Plan subject to options except those shares not exercisable within sixty
(60) days from the date of this Prospectus, and includes all other shares
for which beneficial ownership is deemed pursuant to Rule 13d-3 under the
Exchange Act.
(3) For each of the Selling Shareholders, the sum of these two columns is the
total number of Shares which may be offered for his account pursuant to
the Prospectus. The sum of the totals of these two columns equals the
total number of Shares regis tered under this Offering.
(4) Only includes Shares subject to options exercisable within sixty (60)
days that were granted pursuant to the Plan.
(5) Does not include any Shares that have been acquired or may be acquired
pursuant to the Plan.
(6) Based on 3,561,643 shares of Common Stock outstanding at October 15,
1995, which assumes the exercise of all options underlying the Shares
offered hereby.
(7) Includes 194,119 shares of Common Stock owned of record and 11,900 shares
of Common Stock which Mr. Bean has the right to acquire within sixty (60)
days from the date hereof pursuant to options granted to him under the
1988 Incentive Stock Option Plan of the Company.
(8) Includes 128 shares of Common Stock owned of record and 21,354 shares of
Common Stock which Mr. Hackler has the right to acquire within sixty (60)
days from the date hereof pursuant
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<PAGE>
to options granted to him under the 1988 Incentive Stock Option Plan of
the Company.
(9) Includes 7,725 shares of Common Stock owned of record and 21,960 shares
of Common Stock which Mr. Heinzelmann has the right to acquire within
sixty (60) days from the date hereof pursuant to options granted to him
under the 1988 Incentive Stock Option Plan of the Company.
PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from sales of the Shares
owned by the Selling Shareholders. Generally, all costs, expenses, and fees
incurred in connection with the registration of the Shares offered hereby will
be borne by the Company. However, the Selling Shareholders will bear all
brokerage commissions and discounts and other costs and expenses attributable
to the sale of their Shares offered hereby.
Shares owned by a Selling Shareholder may be sold from time to time to
purchasers directly by such Selling Shareholder. Alternatively, the Selling
Shareholders may from time to time offer their respective Shares in one or more
transactions (which may involve block transactions) (i) through underwriters;
(ii) through dealers; (iii) "at the market" into an existing trading market, or
in other ways not involving market makers or established trading markets; (iv)
in privately negotiated transactions; or (v) in a combination of any such
transactions. Such transactions may be effected by any Selling Shareholder at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices, or at fixed prices. At the time
a particular offer of Shares is made, a Prospectus supplement, if required, will
be distributed that will set forth the aggregate amount of Shares being offered
and the terms of the Offering, including the name or names of any underwriters,
dealers or agents, any discounts, commissions and other items constituting
compensation from the Selling Shareholder and any discounts, commissions or
concessions allowed or reallowed or paid to dealers.
If an underwriter or underwriters are utilized in a firm commitment
public offering, the Selling Shareholders will execute a firm commitment
underwriting agreement with such underwriters. If a dealer is utilized in the
sale of its Shares, the Selling Shareholder will sell such Shares to the dealer,
as principal. The dealer may then resell such Shares to the public at varying
prices to be determined by such dealer at the time of resale.
Sales of Shares "at the market" and not at a fixed price into an existing
trading market for the Shares, may be made to or through one or more
underwriters, acting as principal or as agent, as shall be specified in an
accompanying Prospectus supplement. Other sales may be made, directly or through
agents, to purchasers outside existing trading markets.
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<PAGE>
The place and time of delivery for a particular offer of the Shares will
be set forth in an accompanying Prospectus supplement, if required.
Any brokers or dealers that participate with the Selling Shareholders in
offers and sales of the Shares offered hereby (and any other participating
brokers and dealers) may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"), and any
commissions or discounts received by such broker-dealers and any profit on the
sale of the Shares by such broker-dealers may be deemed underwriting discounts
and commissions under the Securities Act.
LEGAL OPINION
Tracy & Holland of Fort Worth, Texas, which has represented the Company
in this offering, has delivered an opinion concerning the due issuance of the
Shares offered hereby.
EXPERTS
The consolidated Balance Sheets of the Company as of Decem ber 31, 1994
and 1993 and the related consolidated Statements of Income, Shareholders'
Equity, and Cash Flows for the years ended December 31, 1994 and 1993,
incorporated by reference in this Prospectus, have been incorporated by
reference herein in reliance on the report of Coopers & Lybrand, L.L.P.,
independent public accountants, given on the authority of that firm as experts
in accounting and auditing.
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<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
AVAILABLE INFORMATION...... 2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE.. 2
THE COMPANY................ 4
RISK FACTORS............... 4
SELLING SHAREHOLDERS....... 7
PLAN OF DISTRIBUTION....... 9
LEGAL OPINION.............. 10
EXPERTS.................... 10
</TABLE>
____________________________
____________________________
SURETY CAPITAL CORPORATION
____________________
71,718 SHARES
COMMON STOCK
$0.01 par value
____________________
PROSPECTUS
____________________
OCTOBER 26, 1995
____________________________
____________________________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commis sion 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 (Amend ment 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
II-1
<PAGE>
validity of the securities being registered or upon other legal matters 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.
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 1988 Incentive Stock Option Plan of Surety Capital Corporation (1)
(10.05)
___________________________
* Filed herewith.
II-2
<PAGE>
(1) Filed with the Company's Form 10-K dated December 31, 1991 and
incorporated by reference herein.
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 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 (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
II-3
<PAGE>
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers 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.
II-4
<PAGE>
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
- ---------------------------- and Director (Princi-
C. Jack Bean pal Executive Officer)
/s/ G. M. Heinzelmann, III President and October 17, 1995
- ---------------------------- Director
G. M. Heinzelmann, III
/s/ Bobby W. Hackler Vice President, October 17, 1995
- ---------------------------- Secretary and Chief
Bobby W. Hackler 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>
II-5
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Michael L. Milam Director October 17, 1995
- ----------------------------
Michael L. Milam
/s/ Garrett Morris Director October 17, 1995
- ----------------------------
Garrett Morris
/s/ Cullen W. Turner Director October 17, 1995
- ----------------------------
Cullen W. Turner
</TABLE>
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
- -------------------------------------------------------------------------
<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, independent ________
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 No. 33-35415; Registration Statement on
Form S-8, Surety Capital Corporation 1988 Incentive
Stock Option Plan
Gentlemen:
Pursuant to your request, we have examined a copy of the Surety Capital
Corporation 1988 Incentive Stock Option Plan (the "Plan"), which was approved by
the Board of Directors in August 1988 and by the shareholders of Surety Capital
Corporation (the "Company") in August 1988. 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 Direc tors of the Company.
Based upon our examination of the foregoing papers and docu ments, 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
<PAGE>
Surety Capital Corporation
October 24, 1995
Page 2
of 1933, as amended, of the resale of 71,718 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. 33-35415) 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
