<PAGE>
As filed with the Securities and Exchange Commission on December 30, 1997
Registration No. 33-46062
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
Post-Effective Amendment No. 1 to
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.
EMPLOYEES PROFIT SHARING AND 401(K)
SALARY DEFERRAL 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)
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CALCULATION OF REGISTRATION FEE
============================================================================
Proposed
Proposed maximum
Title of maximum aggregate Amount of
securities to Amount to be offering offering registration
be registered registered price unit price fee
- ------------- ------------ ---------- ------------ ----------
Common Stock, 1,000,000(1) (2) None (3) None
par value
$1.00 per
share
============================================================================
(1) Consists of shares of Common Stock and an equal number of tandem Rights.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
The number of shares specified in Form S-8 Registration Statement No. 33-
46062 shall be adjusted by the reason of any subsequent increase or
decrease in the number of shares of Common Stock occurring at any time due
to a stock split, stock dividend, recapitalization or other capital
adjustments or contribution of capital or other assets to the registrant.
(2) Not applicable.
(3) No registration fee required.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 33-46062), other than Item 6 thereof, are hereby incorporated
by reference in this Registration Statement.
The following additional information regarding indemnification of
officers and directors is provided pursuant to Item 6 and supersedes the
information appearing in Registration No. 33-46062:
Item 6. Indemnification of Directors and Officers
The Company was incorporated under the laws of the State of
Connecticut in 1986. Section 33-771 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
an 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
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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 subject to certain limitations set forth therein, to
also indemnify a director against reasonable expenses incurred in such a
proceeding.
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.
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Item 8. Exhibits
The following additional exhibits are provided pursuant to Item 8:
Index to Exhibits
-----------------
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.4 Restated Certificate of Incorporation of 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.
4.5 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.
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.,
incorporated by reference to Exhibit 23 of
the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996.
23.2 Consent of Day, Berry & Howard (included in
Exhibit 5).
24.1 Additional Powers of Attorney (filed
herewith).
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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
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-46062
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Armonk, State of New York on the 15th day of December, 1997.
MBIA INC.
By:/s/ David H. Elliott
--------------------
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.
Signatures Title Date
- ---------- ----- ----
/s/ David H. Elliott
- -------------------------
David H. Elliott Chairman and Chief December 15, 1997
Executive Officer;
Director
(Principal
Executive Officer)
/s/ Julliette S. Tehrani Executive Vice December 15, 1997
- --------------------------- President; Chief
Julliette S. Tehrani Financial Officer
and Treasurer
(Principal
Financial Officer)
/s/ Elizabeth B. Sullivan Vice President and December 15, 1997
- --------------------------- Controller
Elizabeth B. Sullivan (Principal
Accounting
Officer)
4
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/s/ Joseph W. Brown, Jr. Director December 15, 1997
- ---------------------------
Joseph W. Brown, Jr.
/s/ David C. Clapp Director December 15, 1997
- ---------------------------
David C. Clapp
/s/ Gary C. Dunton Director December 15, 1997
- ---------------------------
Gary C. Dunton
/s/ Claire L. Gaudiani Director December 15, 1997
- ---------------------------
Claire L. Gaudiani
/s/ William H. Gray, III Director December 15, 1997
- ---------------------------
William H. Gray, III
/s/ Freda S. Johnson
- --------------------------- Director December 15, 1997
Freda S. Johnson
/s/ Daniel P. Kearney
- --------------------------- Director December 15, 1997
Daniel P. Kearney
/s/ James A. Lebenthal
- --------------------------- Director December 15, 1997
James A. Lebenthal
/s/ Pierre-Henri Richard Director December 15, 1997
- ---------------------------
Pierre-Henri Richard
/s/ John A. Rolls
- --------------------------- Director December 15, 1997
John A. Rolls
/s/ Richard L. Weill
- --------------------------- Director December 15, 1997
Richard L. Weill
* By:/s/ Louis G. Lenzi
-------------------
Louis G. Lenzi
Attorney-in-Fact
5
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
--------
the trustees (or other persons who administer the employee benefit plan) have
caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement
No. 33-46062 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Armonk, State of New York on the 15th day of
December, 1997.
MBIA Inc. Employees Profit Sharing and
401(k) Salary Deferral Plan
By: /s/ David H. Elliott
--------------------
David H. Elliott
6
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[Letterhead of Day, Berry & Howard]
November 5, 1997
MBIA Inc.
113 King Street
Armonk, NY 10504
Dear Ladies and Gentlemen:
We have acted as counsel to MBIA Inc., a Connecticut corporation (the
"Company"), in connection with the filing by the Company of a post-effective
amendment to its Registration Statement on Form S-8, Registration No. 33-46062
(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. Employees Profit Sharing and 401(k) Salary Deferral
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
Day, Berry & Howard
<PAGE>
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 attorneys-in-fact and agents, 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 Post Effective Amendment No. 1 to the Company's Form S-8
Registration Statement No. 33-46062 (the "Registration Statement"), in
connection with the MBIA Inc. Employees Profit Sharing and 401(k) Salary
Deferral 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 attorneys-in-fact and agents 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 attorneys-in-fact and agents 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
attorneys-in-fact and agents 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>
