<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1998
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
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SUPERIOR NATIONAL INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4610936
(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)
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EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
Robert E. Nagle, Esq.
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)
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COPIES TO:
Dana M. Warren, Esq.
Riordan & McKinzie
5743 Corsa Avenue, Suite 116
Westlake Village, California 91362
(818) 706-1800
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, $0.01 par value 500,000 shares $17.88 $8,940,000 $2,486.00
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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 December 11, 1998.
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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) Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1997 (File No. 0-25984).
(2) Quarterly Report on Form 10-Q/A for the fiscal quarter ended
March 31, 1998 (File No. 0-25984).
(3) Quarterly Report on Form 10-Q/A for the fiscal quarter ended
June 30, 1998 (File No. 0-25984).
(4) Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1998 (File No. 0-25984).
(5) Current Report on Form 8-K/A (Amendment No. 2) filed with the
Commission on October 16, 1998 (date of earliest event
reported -- April 11, 1997) (File No. 0-25984).
(6) Current Report on Form 8-K filed with the Commission on
November 17, 1998 (date of earliest event reported -- November
16, 1998) (File No. 0-25984).
(7) The description of the Company's Common Stock, $0.01 par
value, contained on pages 138-141 of Amendment No. 3 to Form
S-1 on Form S-3 of the Company, as filed with the Commission
on November 4, 1998 (Registration No. 333-58579), under the
caption "Description of Superior National 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.
Copies of all documents incorporated herein by reference (not
including the exhibits to such information, unless such exhibits are
specifically incorporated by reference in such information) will be provided
without charge to each person, including any beneficial owner, to whom this
Prospectus is delivered, upon written or oral request. Copies of the
Prospectus, as amended or supplemented from time to time, and any other
documents (or parts of documents) that constitute part of this Prospectus
under Section 10(a) of the Securities Act will also be provided without
charge to each such person, upon written or oral request. Requests should be
directed to Superior National Insurance Group, Inc., 26601 Agoura Road,
Calabasas, California 91302, Attention: Robert E. Nagle, Senior Vice
President, General Counsel and Secretary; telephone number (818) 880-1600.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
II-1
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered hereby will be passed upon
for the Company by Riordan & McKinzie, a Professional Corporation, Los
Angeles, California. A principal of Riordan & McKinzie beneficially owns
3,350 shares of the Company's Common Stock. In addition, principals of
Riordan & McKinzie have invested in a limited liability company that is an
investor in an investment fund, Capital Z Financial Services Fund II, L.P.
("Cap Z"). Cap Z acquired 5,276,960 shares of Company Common Stock on
December 10, 1998. The aggregate market value of the indirect interests of
the principals of Riordan & McKinzie in the Common Stock through Cap Z
exceeds $50,000.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Section 145 of the General Corporation Law of the State
of Delaware (the "Delaware Corporation Law"), Article VI of the Bylaws of the
Company, (the "Bylaws"), provides that the Company shall indemnify and hold
harmless to the fullest extent authorized by applicable law, including the
Delaware Corporation Law, any person made a party or threatened to be made a
party to or involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (provided that any such party shall
only be so indemnified in connection with any such action, suit or proceeding
commenced by such party if such commencement was authorized by the Board of
Directors of the Company) by reason of the fact that he, or a person for whom
he is the legal representative, is or was a director or officer of the
Company or, while a director or officer of the Company, is or was serving at
the request of the Company as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust enterprise or
nonprofit entity, including service with respect to employee benefit plans,
against all expense, liability and loss (including attorneys' fees)
reasonably incurred or suffered by such person in connection therewith. If a
claim under the foregoing provision of the Bylaws is not paid in full by the
Company within sixty days after its receipt of a written claim, the claimant
may bring suit against the Company to recover the unpaid amount of the claim,
and if successful, in whole or in part, the claimant is entitled to the
expenses of prosecuting such claim. In any such action, the Company shall
have the burden of proving that the claimant is not entitled to the requested
indemnification under applicable law.
Pursuant to Section 102(b)(7) of the Delaware Corporation Law,
Article Eleventh of the Certificate of Incorporation of the Company (the
"Certificate of Incorporation") provides that no director of the Company
shall be liable to the Company or its stockholders for monetary damages for a
breach of his duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the Delaware
Corporation Law, or (iv) for any transaction from which the director derived
an improper personal benefit.
The foregoing discussion of the Bylaws, Certificate of
Incorporation and the Delaware Corporation Law is not intended to be
exhaustive and is qualified in its entirety by the Bylaws, Certificate of
Incorporation and the relevant provisions of applicable law, including the
Delaware Corporation Law.
The directors and officers of the Company and its subsidiaries are
insured under certain insurance policies against claims made during the
period of the policies against liabilities arising out of claims for certain
acts in their capacities as directors and officers of the Company and its
subsidiaries.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted with respect to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
II-2
<PAGE>
ITEM 8. EXHIBITS.
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<S> <C>
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-4 hereto).
</TABLE>
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.
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.
II-3
<PAGE>
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 17th day
of December 1998.
Superior National Insurance Group, Inc.
By: /s/ J. Chris Seaman
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J. Chris Seaman,
Executive Vice President
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William L. Gentz and J. Chris Seaman,
and each of them, his true and lawful attorneys-in-fact and agents, each 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,
including post-effective amendments, to this Registration Statement, and any
registration statement relating to the offering covered by this Registration
Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933,
and to file the same, with 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, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each of said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ William L. Gentz President, Chief Executive Officer and Director
- ---------------------------- (Principal Executive Officer) December 17, 1998
William L. Gentz
/s/ J. Chris Seaman Executive Vice President, Chief Financial Officer and
- ---------------------------- Director (Principal Financial and Accounting Officer) December 17, 1998
J. Chris Seaman
/s/ C. Len Pecchenino
- ---------------------------- Chairman of the Board and Director December 17, 1998
C. Len Pecchenino
/s/ Steven D. Germain
- ---------------------------- Director December 17, 1998
Steven D. Germain
/s/ Thomas J. Jamieson
- ---------------------------- Director December 17, 1998
Thomas J. Jamieson
/s/ Gordon E. Noble
- ---------------------------- Director December 17, 1998
Gordon E. Noble
II-4
<PAGE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Craig F. Schwarberg
- ---------------------------- Director December 17, 1998
Craig F. Schwarberg
/s/ Robert A. Spass
- ---------------------------- Director December 17, 1998
Robert A. Spass
/s/ Bradley E. Cooper
- ---------------------------- Director December 17, 1998
Bradley E. Cooper
/s/ Roger W. Gilbert
- ---------------------------- Director December 17, 1998
Roger W. Gilbert
/s/ Steven B. Gruber
- ---------------------------- Director December 17, 1998
Steven B. Gruber
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
5.1 Opinion of Riordan & McKinzie, A Professional Corporation.
23.1 Consent of Riordan & McKinzie (contained in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on Page II-4 hereto).
</TABLE>
<PAGE>
EXHIBIT 5.1
RIORDAN & McKINZIE
300 S. Grand Avenue, 29th Floor
Los Angeles, California 90071
December 16, 1998
20-182-023
Superior National Insurance Group, Inc.
26601 Agoura Road
Calabasas, California 91302
Ladies and Gentlemen:
You have requested our opinion with respect to 500,000 shares of the
common stock, $0.01 par value (the "Shares"), of Superior National Insurance
Group, Inc., a Delaware corporation (the "Company"), which Shares the Company
will issue pursuant to the terms of the Company's Employee Stock Purchase
Plan (the "Payroll Purchase 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, which the Company will file with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended.
We have examined (i) the Company's Certificate of Incorporation, as
amended and restated and currently in effect, (ii) the Company's Bylaws, to
date, and (iii) the Payroll Purchase Plan. We have also examined the records
of corporate proceedings taken in connection with the adoption of the Payroll
Purchase 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 Payroll Purchase
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 the use of our reports on the consolidated financial
statements of Superior National Insurance Group, Inc., and Pac Rim Holding
Corporation, incorporated herein by reference.
Our report on the consolidated financial statements of Superior National
Insurance Group, Inc., dated March 27, 1998, except as to note 19 which is as
of October 12, 1998, contains an explanatory paragraph which refers to
certain reclassifications made to the consolidated financial statements that
resulted in restatement of amounts that were previously reported.
Our report on the consolidated financial statements of Pac Rim Holding
Corporation dated August 28, 1997, contains an explanatory paragraph which
states that the consolidated financial statements as of and for the year
ended December 31, 1996 have been restated.
KPMG Peat Marwick LLP
Los Angeles, California
December 15, 1998
