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Filed With the Securities and Exchange Commission on October 22, 1999
Registration No. [__________]
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
(State of other jurisdiction of 95-4057601
incorporation or organization) (I.R.S. Employer Identification No.)
1800 AVENUE OF THE STARS
SUITE 1175
LOS ANGELES, CA 90067
(Address of Principal Executive Offices) (Zip Code)
ARGONAUT GROUP, INC.
EMPLOYEE STOCK INVESTMENT PLAN
(Full title of the Plan)
JAMES B HALLIDAY Copies to:
Vice President and Treasurer Richard C. Wirthlin, Esq.
Argonaut Group, Inc. Irell & Manella LLP
1800 Avenue of the Stars, Suite 1175 1800 Avenue of the Stars, Ste. 900
Los Angeles, California 90067 Los Angeles, California 90067
Telephone: (310) 553-0561 Telephone: (310) 277-1010
(Name and address of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Offering Price Aggregate Offering Amount of
Title of Securities Amount to be per Share (1) Price Registration
to be Registered Registered Fee
<S> <C> <C> <C> <C>
- ------------------------ --------------------- --------------------- ---------------------- ---------------------
Common Stock 50,000 shares (2) $23.125 $1,156,250 $ 321.44
- ------------------------ --------------------- --------------------- ---------------------- ---------------------
</TABLE>
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
October 19, 1999, a date within 15 days prior to the date of filing of this
Registration Statement.
2 Estimate of number of shares to be issued under plan.
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EXPLANATORY NOTE
Argonaut Group, Inc. (the "Company") filed a registration statement
on Form S-8 on October 10, 1989 (Reg. No.33-31547) (the "Previous
Registration") relating to the registration of shares of common stock, $0.10
par value ("Common Stock"), of the Company in connection with the Argonaut
Group, Inc. Employee Stock Investment Plan.
Pursuant to General Instruction E of Form S-8, this Registration
Statement on Form S-8 (the "Registration Statement") registers an additional
50,000 shares of the Company's Common Stock which may be acquired pursuant
to the Argonaut Group, Inc. Employee Stock Investment Plan.
The Previous Registration is hereby incorporated by reference
pursuant to General Instruction E of Form S-8.
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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
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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 behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on October 22,
1999.
ARGONAUT GROUP, INC.
By /s/Charles E. Rinsch
Charles E. Rinsch
President and Director
(Principal Executive Officer)
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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 determines 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 regulation 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 of 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 October 22, 1999.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons October 22,
1999 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/ Michael T. Gray Director
- --------------------------------------------
Michael T.Gray
/s/ Jerrold V. Jerome Director
- --------------------------------------------
Jerrold V. Jerome
/s/Fayez S. Sarofim Director
- --------------------------------------------
Fayez S. Sarofim
/s/ Mark E. Watson III Director
- ------------------------------------
Mark E. Watson III
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EXHIBIT 5
LEGAL OPINION OF IRELL & MANELLA LLP
[LETTERHEAD OF IRELL & MANELLA LLP]
October 22, 1999
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 October 5,
1999 under the Securities Act of 1933, as amended, of a Registration Statement
on Form S-8 (the "Registration Statement") for the purpose of registering
100,000 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
Irell & Manella LLP
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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
7, 1999, incorporated by reference in Argonaut Group, Inc.'s Form 10-K for the
year ended December 31, 1998, and to all references to our firm included in this
registration statement.
/s/Arthur Andersen LLP
San Francisco, California
October 22, 1999
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