<PAGE>
As filed with the Securities and Exchange Commission on August 21, 1997
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
MBIA INC.
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-1185706
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
113 KING STREET
ARMONK, NEW YORK 10504
(Address of Principal Executive Offices
including Zip Code)
MBIA INC.
1987 STOCK OPTION PLAN
(Full title of the Plan)
LOUIS G. LENZI, ESQ.
GENERAL COUNSEL AND SECRETARY
113 KING STREET
ARMONK, NEW YORK 10504
(914) 273-4545
(Name, address and telephone number of agent for service)
================================================================================
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed maximum Amount of
Title of securities Amount to be Proposed maximum offering aggregate per registration
to be registered registered price unit offering price fee
- --------------- ------------ ------------------------- ----------------- --------------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 (1) (2) $115,281,250 (2) $34,933.71
par value
$1.00 per share
==================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
(1) Consists of shares of Common Stock and an equal number of tandem Rights to be issued under the MBIA Inc. 1987 Stock Option Plan
(the "Plan"). Such undeterminable number of additional shares as may be issuable pursuant to the operation of the
recapitalization provisions of the Plan are hereby also registered.
(2) Computed pursuant to Rule 457(h) solely for the purpose of determining the registration fee, based upon an assumed price of
$115.28125 per share, which is the average of the high and low prices of MBIA Inc. Common Stock on August 18, 1997, as reported
on the New York Stock Exchange Consolidated Tape on August 18, 1997.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are the
following documents heretofore filed by MBIA Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):
a. The Company's latest annual report filed pursuant to sections
13(a) or 15(d) of the Exchange Act;
b. All other reports filed by the Company pursuant to sections 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; and
c. The description of the Company's Common Stock, par value $1.00
per share (the "Common Stock"), contained in a registration state
ment filed under the Exchange Act, and any amendment or report
filed for the purpose of updating such description.
d. The description of the Company's preferred share purchase rights
(the "Rights") contained in a report filed by the Company
pursuant to Section 13 of 15(d) of the Exchange Act and any
amendment or report filed to update such description.
All documents subsequently filed by the Company pursuant to sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment that indicates that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the dates of filing of such documents.
Item 4. Description of Securities
Not applicable.
II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The Company was incorporated under the laws of the State of
Connecticut in 1986. Section 33-171 of the Connecticut Business Corporation Act
(the "CBCA") states that, unless its certificate of incorporation otherwise
provides, a Corporation formed under Connecticut law prior to January 1, 1997
shall indemnify under Sections 33-770 to 33-778, inclusive, as amended, a
director to the same extent the corporation is permitted to provide the same to
a director pursuant to Section 33-771(a)(1), (b), (c) and (d). The obligation to
indemnify is subject to certain limitations set forth in Section 33-775 of the
CBCA, which require a determination in each case, in the manner set forth in
Section 33-775, that indemnification of the director is permissible. Under
Section 33-774 of the CBCA, a director may also apply to a court of competent
jurisdiction for indemnification. Section 33-776(d) of the CBCA provides that a
corporation incorporated under Connecticut law prior to January 1, 1997 shall
also indemnify each of its officers who is not a director to the same extent as
the corporation is permitted to provide the same to a director under Section 33-
771(a)(1), (b), (c) and (d), as limited by Section 33-775. The general counsel
or other officers specified by the Board of Directors may make the determination
required by Section 33-775, in addition to the persons specified in that
Section.
In general, Section 33-771 provides that a corporation may indemnify
and individual made a party to a proceeding because he is a director against
liability incurred in the proceeding if: (1) (A) he conducted himself in good
faith; (B) he reasonably believed (i) in the case of conduct in his official
capacity, that his conduct was in the best interests of the corporation, and
(ii) in all other cases, that his conduct was at least not opposed to the best
interests of the corporation; and (c) in the case of any criminal proceeding, he
had no reasonable cause to believe his conduct was unlawful; or (2) he engaged
in conduct for which broader indemnification has been made permissible or
obligatory under a provision of the certificate of incorporation as authorized
by Section 33-636(b)(5) of the CBCA, Sections 33-772 and 33-773 of the CBCA
require or permit a corporation, in certain circumstances and subjects to
certain limitations set forth therein, to also indemnify a director against
reasonable expenses incurred in such a proceeding.
II-2
<PAGE>
Section 33-771(d) provides that, unless ordered by a court, a
corporation may not indemnify a director (1) in connection with a proceeding by
or in the right of the corporation except for reasonable expenses incurred in
connection with the proceeding if it is determined that the director has met the
relevant standard of conduct under 33-771(a); or (2) in connection with any
proceeding with respect to conduct for which he was adjudged liable on the basis
that he received a financial benefit to which he was not entitled whether or not
involving action in his official capacity.
The Restated Certificate of Incorporation of the Company includes a
provision limiting a director's personal liability to the Company or its
shareholders for monetary damages for breach of duty as a director, to an amount
equal to the amount of compensation received by the director for serving the
Company during the calendar year in which the violation occurred subject to a
number of exceptions, including violations involving a knowing and culpable
violation of law, a breach of duty which enables a director or an associate to
receive an improper personal gain, conduct showing a lack of good faith and
conscious disregard of duty to the Company, a sustained and unexcused pattern of
inattention, or the approval of an illegal distribution of assets of the Company
to its shareholders.
The Company has purchased insurance providing officers and directors
of the Company (and their heirs and other legal representatives) coverage
against certain liabilities arising from any negligent act, error, omission or
breach of duty claimed against them solely by reason of their being such
officers and directors, and providing coverage for the Company against its
obligation to provide indemnification as required by the above-described
statutes and the Restated Certificate of Incorporation. The insurance policy
has a $50 million aggregate policy limit for any loss or losses during the
policy year.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
An Exhibit Index, containing a list of all exhibits filed with this
registration statement, is included on page 10.
II-3
<PAGE>
Item 9. Undertakings
(a) Rule 415 Offering. 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, unless the information is contained in periodic
reports filed by the Registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incor porated by reference in the
Registration State ment;
(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, unless the information is contained in
periodic reports filed by the Registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference
in the Registration Statement;
(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.
(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.
(b) Subsequent Exchange Act Documents. The undersigned Registrant
---------------------------------
hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
section
II-4
<PAGE>
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.
(c) Indemnification. Insofar as indemnification for liabilities
---------------
arising 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 Securities
and Exchange 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 indemni fication by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudi cation of such issue.
II-5
<PAGE>
SIGNATURES
----------
The Registrant. 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 Armonk, State of New York on the 6th day of
August, 1997.
MBIA INC.
By: /s/ David H. Elliot
----------------------------
David H. Elliott
Chairman and Chief
Executive Officer
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>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ David H. Elliott Chairman and Chief Executive August 6, 1997
- --------------------------- Officer; Director
David H. Elliott
/s/ Julliette S. Tehrani Executive Vice President; Chief August 6, 1997
- --------------------------- Financial Officer and Treasurer
Julliette S. Tehrani
/s/ Elizabeth B. Sullivan
- --------------------------- Vice President and Controller August 6, 1997
Elizabeth B. Sullivan
/s/ Joseph W. Brown, Jr.*
- --------------------------- Director August 6, 1997
Joseph W. Brown, Jr.
/s/ David C. Clapp*
- --------------------------- Director August 6, 1997
David C. Clapp
</TABLE>
II-6
<PAGE>
/s/ Gary C. Dunton*
- --------------------------- Director August 6, 1997
Gary C. Dunton
/s/ Claire L. Gaudiani*
- --------------------------- Director August 6, 1997
Claire L. Gaudiani
/s/ William H. Gray, III*
- --------------------------- Director August 6, 1997
William H. Gray, III
/s/ Freda S. Johnson*
- --------------------------- Director August 6, 1997
Freda S. Johnson
/s/ Daniel P. Kearney*
- --------------------------- Director August 6, 1997
Daniel P. Kearney
/s/ James A. Lebenthal*
- --------------------------- Director August 6, 1997
James A. Lebenthal
/s/ Pierre-Henri Richard*
- --------------------------- Director August 6, 1997
Pierre-Henri Richard
/s/ John A. Rolls*
- --------------------------- Director August 6, 1997
John A. Rolls
/s/ Richard L. Weill
- --------------------------- Director August 6, 1997
Richard L. Weill
* By:/s/ Louis G. Lenzi
------------------
Louis G. Lenzi
Attorney-in-Fact
II-7
<PAGE>
Index to Exhibits
-----------------
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------------------------
<C> <S>
4.1 Restated Certificate of Incorporation
the Company, dated August 17, 1990,
incorporated by reference to Exhibit
3.1 of the Company's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1990.
4.2 Company's By-laws as Amended as of May
7, 1992, incorporated by reference to
Exhibit 3.2 of the Company's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1992.
4.3 Rights Agreement, dated as of December
12, 1991, between the Company and
Mellon Bank, N.A., incorporated by
reference to the Company's Current
Report on Form 8-K, filed on December
31, 1991, incorporated by reference to
Exhibit 10.62 to the Company's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1993, as amended by
Amendment to Rights Agreement, dated as
of October 24, 1994, incorporated by
reference to Exhibit 10.49 to the
Company's Annual Report on Form 10-K
for the fiscal year ended December 31,
1994.
5 Opinion of Day, Berry & Howard as to
the legality of securities to be
registered (filed herewith).
23.1 Consent of Coopers & Lybrand L.L.P.
(filed herewith).
23.2 Consent of Day, Berry & Howard
(included in Exhibit 5).
24 Powers of Attorney (filed herewith).
99 MBIA Inc. 1987 Stock Option Plan,
incorporated by reference to Exhibit
10.15 to the Company's Registration
Statement on Form S-1 (Registration No.
33-14474), as amended by the First
Amendment to the MBIA Inc. 1987 Stock
Option Plan (filed herewith).
</TABLE>
<PAGE>
Exhibit 5
[Letterhead of Day, Berry & Howard]
August 20, 1997
Dear Sirs:
We have acted as counsel to MBIA Inc., a Connecticut corporation (the
"Company"), in connection with the filing by the Company of a Registration
Statement on Form S-8 (the "Registration Statement") relating to 1,000,000
shares of the Company's common stock, par value $1.00 per share (the "Common
Stock"), to be issued pursuant to the MBIA Inc. 1987 Stock Option Plan (the
"Plan").
We have examined the originals, or copies certified or otherwise
identified to our satisfaction, of the Plan and such other corporate records,
documents, certificates or other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion set forth below.
Based on the foregoing, we are of the opinion that authorized but not
previously issued shares of Common Stock which may be issued under the Plan have
been duly authorized and when issued in accordance with the terms of the Plan
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement. In giving such consent, we do not thereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Day, Berry & Howard
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our reports dated February 3, 1997, on our audits of the
consolidated financial statements and consolidated financial statement schedules
of MBIA Inc. and Subsidiaries as of December 31, 1996 and 1995 and for each of
the three years in the period ended December 31, 1996, which reports are
incorporated by reference in or included in the 1996 Annual Report on Form 10-K
of MBIA Inc.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
New York, New York
August 19, 1997
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each undersigned does hereby make,
constitute and appoint Louis G. Lenzi and Pauline M. Cullen as his or her true
and lawful attorney-in-fact and agent, in his or her name, place and stead, to
execute on his or her behalf, as an officer and/or director of MBIA Inc. (the
"Company"), the Registration Statement of the Company on Form S-8 (the
"Registration Statement") for the registration of shares of the Company's common
stock, par value $1.00 (the "Common Stock"), in connection with the MBIA Inc.
1987 Stock Option Plan and any and all amendments (including post-effective
amendments) to the Registration Statement, and file the same with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 (the
"Act"), and any and all other instruments which said attorney-in-fact and agent
deem necessary or advisable to enable the Company to comply with the Act, the
rules, regulations and requirements of the SEC in respect thereof, and the
securities or Blue Sky laws of any State or governmental subdivision, giving and
granting to said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing whatsoever necessary or appropriate to be
done in and about the premises as fully to all intents as he or she might or
could do it personally present at the doing thereof, with full power of
substitution and resubstitution, hereby ratifying and confirming all that his or
her said attorney-in-fact and agent or substitutes may or shall lawfully do or
cause to be done by virtue hereof.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
/s/ David H. Elliott Chairman and Chief Executive /s/ William H. Gray, III Director
- --------------------------- Officer; Director ------------------------------
David H. Elliott William H. Gray, III
/s/ Julliette S. Tehrani Executive Vice President; Chief /s/ Freda S. Johnson Director
- --------------------------- Financial Officer and Treasurer -------------------------------
Julliette S. Tehrani Freda S. Johnson
/s/ Elizabeth B. Sullivan Vice President and Controller /s/ Daniel P. Kearney Director
- --------------------------- -------------------------------
Elizabeth B. Sullivan Daniel P. Kearney
/s/ Joseph W. Brown, Jr. Director /s/ James A. Lebenthal Director
- --------------------------- --------------------------------
Joseph W. Brown, Jr. James A. Lebenthal
/s/ David C. Clapp Director /s/ Pierre-Henri Richard Director
- --------------------------- --------------------------------
David C. Clapp Pierre-Henri Richard
/s/ Gary C. Dunton Director /s/ John A. Rolls Director
- --------------------------- ---------------------------------
Gary C. Dunton John A. Rolls
/s/ Claire L. Gaudiani Director /s/ Richard L. Weill Director
- --------------------------- --------------------------------
Claire L. Gaudiani Richard L. Weill
</TABLE>
<PAGE>
Exhibit 99
FIRST AMENDMENT
TO THE MBIA INC.
1987 STOCK OPTION PLAN
WHEREAS, MBIA Inc. (the "Company") maintains the MBIA Inc. 1987 Stock
Option Plan (the "Plan");
WHEREAS, pursuant to Section 17 of the Plan, the Company has reserved
the right to amend the Plan; and
WHEREAS, the Company desires to amend the Plan;
NOW, THEREFORE, the Plan is amended effective as of June 1, 1995 as
follows:
1. Section 3(a) of the Plan is amended to read as follows:
Subject to adjustment as provided in Section 14 below, the
aggregate number of shares of Common Stock to be delivered upon exercise
of all Options granted under the Plan shall not exceed 4,753,011 shares.
2. Section 6(d) of the Plan is amended to delete the second sentence
thereof, and to add a new second sentence thereof, to read as follows:
There shall be no limitation on the number of shares of Common Stock
which an Optionee may be granted to purchase, except that no Optionee may
be granted an Option to purchase shares of Common Stock in excess of (i)
-
500,000 shares within any 12 month period (subject to adjustment as
provided in Section 14 below) or (ii) the number of shares remaining
--
available for Option grants under the Plan.
IN WITNESS WHEREOF, the Company has caused this amendment to be
executed by its duly authorized officers this 6th day of August, 1997.
ATTEST MBIA INC.
By: /s/ Louis G. Lenzi By: /s/ Richard L. Weill
------------------------------ ------------------------------
Secretary President
