Filed With the Securities and Exhange Commission on December 9, 1997
Registration No._________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ARGONAUT GROUP, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 95-4057601
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1800 AVENUE OF THE STARS, SUITE 1175, LOS ANGELES,CA 90067
(Address of Principal Executive Offices) (Zip Code)
ARGONAUT GROUP, INC.
1986 STOCK OPTION PLAN (Full title of the
Plan)
JAMES B HALLIDAY Copies to:
Vice President and Treasurer Edmund M. Kaufman, Esq.
Argonaut Group, Inc. Richard C. Wirthlin, Esq.
1800 Avenue of the Stars, Suite 1175 Irell & Manella LLP
Los Angeles, California 90067 1800 Avenue of the Stars, Ste. 900
Telephone: (310) 553-0561 Los Angeles, California 90067
(Name and address of agent for service) Telephone: (310) 277-1010
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- - ------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered per Share (1) Price Fee
- - ------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock Issuable 500,000 $ 33.9375 $ 16,468,750 $ 4,858.28
upon exercise of options shares
and/or stock appreciation
rights
- - ----------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee. The
fee has been calculated pursuant to Rule 457 (g) based upon the closing price
per share of the Registrants' Common Stock on the NASDAQ National Market system
on December 5, 1997, a date within 15 days prior to the date of filing of this
Registration Statement.
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE
On February 13, 1987, Argonaut Group, Inc. (the "Company") filed a
registration Statement on form S-8 (Reg. No. 33-12034)(the "Previous
Registration") relating to the registration of shares of common stock, $0.10
par value ("Common Stock"), of the Company.
Pursuant to General Instruction E of Form S-8, this Registration
Statement on Form S-8 (the "Registration Statement") registers an additional
500,000 shares of the Company's Common Stock which may be acquired upon the
exercise of stock options granted to employees of the Company.
The Previous Registration is hereby incorporated by reference, pursuant
to General Instruction E to Form S-8.
<PAGE>
PART II
Item 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
5 Legal Opinion of Irell & Manella LLP(1)
23.1 Consent of Independent Auditors - Arthur
Andersen LLP (1)
23.2 Consent of Irell & Manella LLP
(included in legal opinion filed as
Exhibit 5)
24 Power of Attorney (included on the
signature pages filed herewith)
- - ------------------------------------------
(1) Filed herewith
SIGNATURES
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 be half by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on December 9,
1997.
ARGONAUT GROUP, INC.
By /s/ Charles E. Rinsch
Charles E. Rinsch
President and Director
(Principal Executive Officer)
II - 1
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Argonaut Group, Inc., a
Delaware corporation, do hereby constitute and appoint Charles E. Rinsch and
James B Halliday, and each of them, the lawful attorney-in-fact and agent, with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorney and agent dermines to be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or tegulation or requirements of the
Commission in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement and to any and all instruments or documents filed as part
of or in connection with this Registration Statement or amendments or
supplements thereof, and each ot the undersigned hereby ratifies and confirms
all that said attorney and agent shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of December 9, 1997.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons on December 9, 1997 in the
capacities indicated.
SIGNATURE TITLE
/s/ Charles E. Rinsch President and Director
Charles E. Rinsch (Principal Executive Officer)
/s/ James B Halliday Vice President and Treasurer,
James B Halliday (Principal Accounting Officer)
/s/ George A. Roberts Director
George A. Roberts
/s/ Arthur Rock Director
Arthur Rock
/s/ Fayez S. Sarofim Director
Fayez S. Sarofim
/s/ Henry E. Singleton Director
Henry E. Singleton
II - 2
LIST OF EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
5 Legal Opinion of Irell & Manella LLP(1)
23.1 Consent of Independent Auditors - Arthur
Andersen LLP (1)
23.2 Consent of Irell & Manella LLP
(included in legal opinion filed as
Exhibit 5)
24 Power of Attorney (included on the
signature pages filed herewith)
- - ------------------------------------------
(1) Filed herewith
<PAGE>
EXHIBIT 5
LEGAL OPINION OF IRELL & MANELLA LLP
[LETTERHEAD OF IRELL & MANELLA LLP]
December 9, 1997
Argonaut Group, Inc.
1800 Avenue of the Stars
Suite 1175
Los Angeles, California 90067
Ladies and Gentlemen:
We have acted as counsel for Argonaut Group, Inc. a Delaware
corporation (the "Company"), in connection with the proposed filing with the
Securities and Exchange Commission expected to be made on or about December 9,
1997 under the Securities Act of 1933, as amended, of a Registration Statement
on Form S-8 (the "Registration Statement") for the purpose of registering
500,000 shares of the Company's Common Stock, par value $0.10 per share (the
"Shares"). As your counsel in connection with this transaction, we have examined
such matters and documents as we have deemed necessary or relevant as a basis
for this opinion.
Based on these examinations, it is our opinion that the Shares, when
issued and paid for in the manner referred to in the Registration Statement,
will be legally and validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very Truly Yours,
/s/ IRELL & MANELLA LLP
Irell & Manella LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated January
5, 1997, incorporated by reference in Argonaut Group, Inc.'s Form 10-K for the
year ended December 31, 1996, and to all references to our firm included in this
registration statement.
/s/ Arthur Andersen LLP
San Francisco, California
November 19, 1997
