Filed With the Securities and Exhange Commission on August 7, 2000 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.)
250 MIDDLEFIELD ROAD, MENLO PARK, CALIFORNIA 94025
(Address of Principal Executive Offices) (Zip Code)
ARGONAUT GROUP, INC.
AMENDED AND RESTATED 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.
250 Middlefield Road Irell & Manella LLP
Menlo Park, California 94025 1800 Avenue of the Stars, Ste. 900
Telephone: (650) 858-6600 Los Angeles, California 90067
(Name and address of agent for service) Telephone: (310) 277-1010
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
------------------------------------------------------------------------
Common Stock Issuable 500,000 $14.750 $ 7,375,000 $1,947.00
upon exercise of options shares
and/or stock appreciation
rights
-------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating th e registration fee. The
fee has been calculated pursuant to Rule 457(g) based upon the closing price per
share of the Registrant's Common Stock on the NASDAQ National Market System on
August 1, 2000, a date within 15 days prior to the date of filing of this
Registration Statement.
<PAGE>
EXPLANATORY NOTE
Argonaut Group, Inc. (the "Company") filed registration statements on
Form S-8 on February 13, 1987 (Reg. No. 33-12034), on December 9, 1997 (Reg. No.
333-10712) and on August 27, 1999 (Reg. No. 333-86101) (collectively, the
"Previous Registrations")relating to the registration of shares of common stock,
$0.10 par value per share ("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 Registrations are hereby incorporated by
reference pursuant to General Instruction E of Form S-8.
<PAGE>
PART II
Item 1. Incorporation of Documents by Reference.
The documents listed in (a) through (d) below are incorporated by
reference in this Registration Statement. In addition, all documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents:
(a) The annual report on Form 10-K of the Registrant for the year ended December
31, 1999. The discussion of the Registrant's consolidated operating results on
page 7 of the Form 10-Q of the Registrant for the quarterly period ended March
31, 2000 incorporated herein by reference and the discussion of commitments and
contingencies on page 8 of the Form 10-Q of the Registrant for the quarterly
period ended June 30, 2000 incorporated herein by reference should be read in
conjunction with the audited consolidated financial statements incorporated
herein by reference.
(b) The quarterly reports on Form 10-Q of the Registrant for the quarters
ended March 31, 2000 and June 30, 2000.
(c) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above.
(d) The descriptions of the Registrant's Common Stock which are
contained in the Registrant's registration statements filed under Section 12 of
the Exchange Act, including any amendments or reports filed for the purpose of
updating such descriptions.
Any statement contained herein or in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act which also is incorporated
or deemed to be incorporated herein by reference modifies or supersedes such
prior statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
<PAGE>
Item 8. EXHIBITS.
-------------------------- ---------------------------------------------
EXHIBIT
NUMBER DESCRIPTION
-------------------------- ---------------------------------------------
-------------------------- ---------------------------------------------
5 Legal Opinion of Irell & Manella LLP(1)
-------------------------- ---------------------------------------------
-------------------------- ---------------------------------------------
23.1 Consent of Independent Public Accountants -
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 behalf by the undersigned, thereunto duly
authorized, in the City of Menlo Park, State of California, on August 3, 2000.
ARGONAUT GROUP, INC.
By /s/ Mark E. Watson, III
Mark E. Watson, III
President and Director
(Principal Executive Officer)
<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 Mark E. Watson,
III 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 regulations 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-in-fact 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 August 3, 2000.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons on August
3, 2000 in the capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ Mark E. Watson, III President and Director
------------------------------------
Mark E. Watson, III (Principal Executive Officer)
/s/ James B Halliday Vice President and Treasurer
--------------------------------------------
James B Halliday (Principal Accounting Officer)
/s/ Jerrold V. Jerome Director
--------------------------------------------
Jerrold V. Jerome
/s/ Judith R. Nelson Director
--------------------------------------------
Judith R. Nelson
/s/ John R. Power, Jr. Director
--------------------------------------------
John R. Power, Jr.
SIGNATURE TITLE
/s/ George A. Roberts Director
--------------------------------------------
George A. Roberts
/s/ Gary V. Woods Director
--------------------------------------------
Gary V. Woods
<PAGE>
LIST OF EXHIBITS
-------------------------- ---------------------------------------------
EXHIBIT
NUMBER DESCRIPTION
-------------------------- ---------------------------------------------
-------------------------- ---------------------------------------------
5 Legal Opinion of Irell & Manella LLP(1)
-------------------------- ---------------------------------------------
-------------------------- ---------------------------------------------
23.1 Consent of Independent Public Accountants -
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]
August 3, 2000
Argonaut Group, Inc.
250 Middlefield Road
Menlo Park, California 94025
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 August 3,
2000 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
21, 2000, incorporated by reference in Argonaut Group, Inc.'s Form 10-K for the
year ended December 31, 1999, and to all references to our firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
San Francisco, California
August 3, 2000
