<PAGE>
As filed with the Securities and Exchange Commission on March 18, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
SUPERIOR NATIONAL INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
California 95-93994873
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26601 Agoura Road
Calabasas, California 91302
(Address, including zip code, of registrant's principal executive offices)
----------------------
1986 NON-STATUTORY STOCK OPTION PLAN AND 1986 NON-STATUTORY
STOCK PURCHASE PLAN;
1995 STOCK INCENTIVE PLAN
(Full title of the plans)
Robert E. Nagle
Senior Vice President, General Counsel and Secretary
SUPERIOR NATIONAL INSURANCE GROUP, INC.
26601 Agoura Road
Calabasas, California 91302
(818) 880-1600
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
----------------------
COPIES TO:
Dana M. Warren, Esq.
Riordan & McKinzie
5743 Corsa Avenue, Suite 116
Westlake Village, California 91362
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, no par value 3,205,000 shares $13.3125 $42,666,562.50 $12,929.26
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the average of the high and low sales prices
for the Company's Common Stock as reported on the Nasdaq National Market on
March 13, 1997.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents that have been filed by Superior National
Insurance Group, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission"), as noted below, are incorporated by reference
into this Registration Statement:
(1) Amendment No. 3 to Form 10/A of the Company, as filed on December
12, 1995 with the Commission (File No. 0-25984);
(2) The Annual Report of the Company on Form 10-K for the Company's
fiscal year ended December 31, 1996, as filed with the Commission
on March 10, 1997 (File No. 0-25984);
(3) The description of the Company's Common Stock, no par value,
contained on pages 59 and 60 of Amendment No. 3 to Form 10/A of
the Company, as filed with the Commission on December 12, 1995
(File No. 0-25984), under the caption "Description of Capital
Stock."
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"), after
the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing such documents. Any statement
contained herein or in any document incorporated or deemed to be incorporated by
reference herein 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 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 to constitute a
part of this Registration Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a California corporation. The Company's Articles of
Incorporation and Bylaws provide for the indemnification of the officers and
directors of the Company to the fullest extent permitted by California law.
Section 317 of the General Corporation Law of the State of California ("GCL")
provides that a California corporation has the power to indemnify its officers
and directors in certain circumstances.
Subdivision (b) of Section 317 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any proceeding (other than an
action by or in the right of the corporation to procure a judgment in its favor)
by reason of the fact that such director or officer is or was an agent of the
corporation, against expenses, judgments, fines, settlements, and other amounts
II-1
<PAGE>
actually and reasonably incurred in connection with the proceeding if such
director or officer acted in good faith and in a manner reasonably believed to
be in the best interests of the corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of such director or
officer was unlawful.
Subdivision (c) of Section 317 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending, or
completed action by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that such director or officer is or was an agent
of the corporation, against expenses actually and reasonably incurred by such
director or officer in connection with the defense or settlement of the action
if such director or officer acted in good faith, in a manner believed to be in
the best interests of the corporation and its shareholders, except that no
indemnification may be made in respect of (i) any claim, issue or matter as to
which such director or officer shall have been adjudged to be liable to the
corporation in the performance of such director's or officer's duty to the
corporation and its shareholders, unless and only to the extent that the court
in which the proceeding is or was pending shall determine upon application that,
in view of all the circumstances of the case, such director or officer is fairly
and reasonably entitled to indemnity for expenses and then only to the extent
that the court shall determine, or (ii) settlement amounts paid and expenses
incurred in connection with pending actions disposed of without court approval.
Section 317 further provides, that, to the extent such director or
officer of the corporation has been successful in the defense of any proceeding
referred to in subdivision (b) or (c) or in the defense of any claim, issue or
matter therein, such director or officer shall be indemnified against expenses
actually and reasonably incurred by such director or officer in connection
therewith; that any other indemnification under Section 317 shall be made only
if authorized in the specific case, upon a determination that indemnification is
proper in the circumstances because such director or officer has met the
applicable standard of conduct set forth in subdivision (b) or (c), by any of
the following: (i) a majority of a quorum consisting of directors who are not
parties to such proceeding, (ii) if such a quorum of directors is not
obtainable, by independent legal counsel in a written opinion, (iii) approval of
the shareholders, with the shares owned by the person to be indemnified not
being entitled to vote thereon or (iv) the court in which the proceeding is or
was pending; that, subject to certain conditions, expenses incurred in defending
any proceeding may be advanced to such director or officer by the corporation
prior to the final disposition of the proceeding; that indemnification provided
for by Section 317 shall not be deemed exclusive of any additional rights to
which the indemnified party may be entitled; and that the corporation shall have
the power to purchase and maintain insurance on behalf of a director or officer
of the corporation against any liability asserted against or incurred by such
director or officer in such capacity or arising out of his or her status as such
whether or not the corporation would have the power to indemnify him or her
against that liability under Section 317.
The Company's Articles of Incorporation currently provide that the
liability of a director for monetary damages shall be eliminated to the fullest
extent permissible under California law. The Company's Bylaws provide for
indemnification of the officers and directors of the Company to the maximum
extent permitted by California law. Subdivision (a)(10) of Section 204 of the
GCL provides that such exculpation from liability may not be afforded to a
director of the corporation (i) for acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law, (ii) for acts or
omissions that a director believes to be contrary to the best interests of the
corporation or its shareholders or that involve the absence of good faith on the
part of the director, (iii) for any transaction from which a director derived an
improper personal benefit, (iv) for acts or omissions that show a reckless
disregard for the director's duty to the corporation or its shareholders in
circumstances in which the director was aware, or should have been aware, in the
ordinary course of performing a director's duties, of a risk of serious injury
to the corporation or its shareholders, (v) for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of
such director's duty to the corporation or its shareholders, (vi) under
Section 310 of the GCL or (vii) under Section 316 of the GCL. Subdivision
(a)(10) of Section 204 of the GCL further provides that no provision that
exculpates a director from such liability shall eliminate or limit the liability
of (i) a director for any act or omission occurring prior to the date when such
provision becomes effective or (ii) an officer for any act or omission as an
officer, notwithstanding that the officer is also a director or that his or her
actions, if negligent or improper, have been ratified by the directors.
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<PAGE>
In addition, the Company carries directors' and officers' liability
insurance covering its directors and officers.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Riordan & McKinzie as to the legality of the Common Stock
registered hereby.
23.1 Consent of Riordan & McKinzie - contained in the opinion filed as
Exhibit 5.1.
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on Page II-5 hereto).
ITEM 9. UNDERTAKINGS.
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, as amended (the "Securities Act");
(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; and
(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 (i) and (ii) above do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) 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.
II-3
<PAGE>
Insofar as indemnification for liabilities under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 Calabasas, State of California, on this 18th day of
March, 1997.
Superior National Insurance Group, Inc.
By: /s/ J. Chris Seaman
-----------------------------------
J. Chris Seaman,
Executive Vice President
and Chief Financial Officer
II-4
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Chris Seaman his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and 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 attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite or 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 attorney-in-fact and agent, or his substitute may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ William Gentz President, Chief Executive March 18, 1997
- ------------------------- Officer and Director (Principal
William Gentz Executive Officer)
/s/ J. Chris Seaman Executive Vice President, March 18, 1997
- ------------------------- Chief Financial Officer
J. Chris Seaman Director (Principal Financial
and Accounting Officer)
/s/ C. Len Pecchenino Chairman of the Board and March 18, 1997
- ------------------------- Director
C. Len Pecchenino
/s/ Steven D. Germain Director March 18, 1997
- -------------------------
Steven D. Germain
/s/ Thomas J. Jamieson Director March 18, 1997
- -------------------------
Thomas J. Jamieson
/s/ Gordon E. Noble Director March 18, 1997
- -------------------------
Gordon E. Noble
/s/ Craig F. Schwarberg Director March 18, 1997
- -------------------------
Craig F. Schwarberg
/s/ Robert A. Spass Director March 18, 1997
- -------------------------
Robert A. Spass
/s/ Bradley E. Cooper Director March 18, 1997
- -------------------------
Bradley E. Cooper
II-5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page Number
- ----------- -------------------------------------------------- -----------
5.1 Opinion of Riordan & McKinzie, A Professional
Corporation. 1
23.1 Consent of Riordan & McKinzie (contained in
Exhibit 5.1). *
23.2 Consent of KPMG Peat Marwick LLP. 2
24.1 Power of Attorney (included on Page II-5 hereto). *
II-6
<PAGE>
EXHIBIT 5.1
March 18, 1997
Superior National Insurance Group, Inc.
26601 Agoura Road
Calabasas, California 91302
Ladies and Gentlemen:
You have requested our opinion with respect to 3,205,000 shares of the
common stock, no par value (the "Shares"), of Superior National Insurance Group,
Inc., a California corporation (the "Company"), which Shares are to be issued in
connection with certain transactions contemplated by (i) the Company's 1986
Non-Statutory Stock Option and Non-Statutory Stock Purchase Plan (the "1986
Plan"), pursuant to which the Company will issue shares of its common stock upon
the exercise of options granted under such plan and (ii) the Company's 1995
Stock Incentive Plan (the "1995 Plan"), pursuant to which the Company will issue
shares of its common stock (a) that will be subject to a repurchase right of the
Company ("Restricted Stock") or (b) upon the exercise of certain options granted
under such plan. The Shares are the subject of a Registration Statement on
Form S-8 (the "Registration Statement"), to which this opinion is attached as an
exhibit, to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
We have examined (i) the Company's Articles of Incorporation, as amended
and restated and currently in effect, (ii) the Company's Bylaws, to date, (iii)
the 1986 Plan and (iv) the 1995 Plan. We have also examined the records of
corporate proceedings taken in connection with the adoption of each of the 1986
Plan and the 1995 Plan.
Based upon the foregoing examinations and subject to compliance with the
applicable state securities and "blue sky" laws, we are of the opinion that the
Shares, when offered, sold and paid for pursuant to the exercise of (i) options
granted under each of the 1986 Plan and 1995 Plan and (ii) rights to purchase
Restricted Stock under the 1995 Plan, will be duly authorized, validly issued,
fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Riordan & McKinzie
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Superior National Insurance Group, Inc.
We consent to incorporation by reference in the Registration Statement of
Superior National Insurance Group, Inc. (No. 333-__________) on Form S-8 of our
report dated February 18, 1997 relating to the consolidated balance sheets of
Superior National Insurance Group, Inc. and subsidiaries as of December 31,
1996, and 1995, and the related consolidated statements of income, changes in
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1996 and all related schedules, which report appears
in the December 31, 1996 annual report on Form 10-K of Superior National
Insurance Group, Inc.
/s/ KPMG Peat Marwick LLP
Los Angeles, California
March 18, 1997
