As filed with the Securities and Exchange Commission on May 16, 2000.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
HILB, ROGAL AND HAMILTON COMPANY
(Exact Name of Registrant as Specified in its Charter)
Virginia 54-1194795
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
4235 Innslake Drive, Glen Allen, Virginia 23060
(Address of Principal Executive Offices) (Zip Code)
------------------
HILB, ROGAL AND HAMILTON COMPANY
2000 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Walter L. Smith, Esq.
Vice President and General Counsel
Hilb, Rogal and Hamilton Company
4235 Innslake Drive
Glen Allen, Virginia 23060
(804) 747-6500
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
-----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================== ================= ====================== ======================= =============
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price per Aggregate Offering Registration
to be Registered (1) Registered (2) Share (3) Price (3) Fee
- -------------------------------------- ----------------- ---------------------- ----------------------- -------------
<S> <C> <C> <C> <C>
Common Stock, no par value...... 1,200,000 $28.22 $33,864,000 $8,940.10
====================================== ================= ====================== ======================= =============
</TABLE>
(1) 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.
(2) The amount of Common Stock registered hereunder shall be deemed to include
any additional shares issuable as a result of any stock split, stock
dividend or other change in the capitalization of the Registrant.
(3) Pursuant to Rule 457(h), the registration fee is based on the average of
the high ($28.44) and low ($28.00) prices reported on the New York Stock
Exchange on May 10, 2000.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934 (the "Exchange Act") are incorporated herein by reference and made a part
hereof:
(1) the Registrant's Annual Report on Form 10-K (the "Form 10-K")
for the fiscal year ended December 31, 1999, File No. 0-15981;
(2) the portions of the Registrant's 1999 Annual Report to
Shareholders and definitive Proxy Statement for the Annual
Meeting of Shareholders held on May 2, 2000 that have been
incorporated by reference into the Form 10-K;
(3) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, File No. 0-15981; and
(4) the description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form S-3, File No.
33-56488, effective March 1, 1993.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered 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 of such documents. Any statement contained herein or in a 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 earlier statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Williams, Mullen, Clark & Dobbins, counsel to the Registrant, has
rendered its opinion that the Common Stock, when issued pursuant to the terms
and conditions of the Plan, will be legally issued, fully paid and
nonassessable. Such counsel does not have a substantial interest in or
connection with the Registrant or its subsidiaries requiring disclosure herein.
II-2
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Item 6. Indemnification of Directors and Officers
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the
"Code") permits a Virginia corporation to indemnify any director or officer for
reasonable expenses incurred in any legal proceeding in advance of final
disposition of the proceeding, if the director or officer furnishes the
corporation a written statement of his good faith belief that he or she has met
the standard of conduct prescribed by the Code and furnishes the corporation a
written undertaking to repay any advance if it is ultimately determined that he
or she did not meet the standard of conduct, and a determination is made by the
board of directors that such standard has been met. In a proceeding by or in the
right of the corporation, no indemnification shall be made in respect of any
matter as to which an officer or director is adjudged to be liable to the
corporation, unless the court in which the proceeding took place determines
that, despite such liability, such person is reasonably entitled to
indemnification in view of all of the relevant circumstances. In any other
proceeding, no indemnification shall be made if the director or officer is
adjudged liable to the corporation on the basis that he improperly received a
personal benefit. Corporations are given the power to make any other or further
indemnity, including advance of expenses, to any director or officer that may be
authorized by the articles of incorporation or any bylaw made by the
shareholders, or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a knowing
violation of the criminal law. Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he or she entirely
prevails in the defense of any proceeding to which he or she is a party because
he or she is or was a director or officer.
The Articles of Incorporation of the Registrant contain provisions
indemnifying the directors and officers of the Registrant to the full extent
permitted by Virginia law. In addition, the Articles of Incorporation of the
Registrant eliminate the personal liability of the Registrant's directors and
officers to the Registrant or its shareholders for monetary damages to the full
extent permitted by Virginia law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed on behalf of the Registrant as part of this
Registration Statement:
4.1 Articles of Incorporation of the Registrant, incorporated by
reference to Exhibit 4.1 of the Registrant's Registration
Statement on Form S-3, File No. 33-56488.
4.2 Amended and Restated Bylaws of the Registrant, incorporated by
reference to Exhibit 3.2 of the Registrant's Form 10-K for the
year ended December 31, 1998, File No. 0-15981.
II-3
<PAGE>
4.3 Hilb, Rogal and Hamilton Company 2000 Stock Incentive Plan,
incorporated by reference to Exhibit A of the Registrant's
definitive Proxy Statement for the Annual Meeting of
Shareholders held on May 2, 2000.
4.4 Form of Common Stock Certificate, incorporated by reference to
Exhibit 1 of the Registrant's Form 8-A Registration Statement,
filed June 12, 1987, File No. 0-15981.
5.1 Opinion of Williams, Mullen, Clark & Dobbins.*
23.1 Consent of Williams, Mullen, Clark & Dobbins (included in
Exhibit 5.1).*
23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).*
- ------------
*Filed herewith
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;
(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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or
II-4
<PAGE>
any material change to such information in the
registration statement;
provided, however, that paragraph (1)(i) and (1)(ii) shall
not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and 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 of 1933, 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 that remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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 arising under the Securities
Act of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
II-5
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 County of Henrico, Commonwealth of Virginia, on this 2nd
day of May, 2000.
HILB, ROGAL AND HAMILTON COMPANY
By: /s/ Andrew L. Rogal
--------------------------------
Andrew L. Rogal, Chairman
of the Board and Chief
Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Walter L. Smith and Carolyn
Jones, each of whom may act individually, as attorneys-in-fact and agents for
the undersigned, with full power of substitution, for and in the name, place and
stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, any and all amendments
(including post-effective amendments) to this Registration Statement, with any
schedules or exhibits thereto, and any and all supplements or other documents to
be filed with the Securities and Exchange Commission pertaining to the
registration of securities covered hereby, with full power and authority to do
and perform any and all acts and things as may be necessary or desirable in
furtherance of such registration.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Andrew L. Rogal Chairman of the Board and Chief Executive May 2, 2000
- ------------------------------------ Officer and Director
Andrew L. Rogal (Principal Executive Officer)
/s/ Carolyn Jones Senior Vice President, Chief Financial May 2, 2000
- ------------------------------------ Officer and Treasurer
Carolyn Jones (Principal Financial Officer)
/s/ Robert W. Blanton, Jr. Vice President and Controller May 2, 2000
- ------------------------------------ (Principal Accounting Officer)
Robert W. Blanton, Jr.
/s/ Robert H. Hilb Chairman Emeritus and Director May 2, 2000
- ------------------------------------
Robert H. Hilb
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Martin L. Vaughan, III President, Chief Operating Officer and May 2, 2000
- ------------------------------------ Director
Martin L. Vaughan, III
/s/ Timothy J. Korman Executive Vice President, May 2, 2000
- ------------------------------------ Finance and Administration and Director
Timothy J. Korman
/s/ Robert S. Ukrop Director May 2, 2000
- ------------------------------------
Robert S. Ukrop
/s/ Thomas H. O'Brien Director May 2, 2000
- ------------------------------------
Thomas H. O'Brien
/s/ J.S.M. French Director May 2, 2000
- ------------------------------------
J.S.M. French
/s/ Norwood H. Davis, Jr. Director May 2, 2000
- ------------------------------------
Norwood H. Davis, Jr.
/s/ Theodore L. Chandler, Jr. Director May 2, 2000
- ------------------------------------
Theodore L. Chandler, Jr.
Director May 2, 2000
- ------------------------------------
Anthony F. Markel
Director May 2, 2000
- ------------------------------------
Robert W. Fiondella
Director May 2, 2000
- ------------------------------------
David W. Searfoss
</TABLE>
<PAGE>
EXHIBIT INDEX
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TO
FORM S-8 REGISTRATION STATEMENT
----------------------
Exhibit
Number Description of Exhibit
4.1 Articles of Incorporation of the Registrant, incorporated by
reference to Exhibit 4.1 of the Registrant's Registration
Statement on Form S-3, File No. 33-56488.
4.2 Amended and Restated Bylaws of the Registrant, incorporated by
reference to Exhibit 3.2 of the Registrant's Form 10-K for the
year ended December 31, 1998, File No. 0-15981.
4.3 Hilb, Rogal and Hamilton Company 2000 Stock Incentive Plan,
incorporated by reference to Exhibit A of the Registrant's
definitive Proxy Statement for the Annual Meeting of Shareholders
held on May 2, 2000.
4.4 Form of Common Stock Certificate, incorporated by reference to
Exhibit 1 of the Registrant's Form 8-A Registration Statement,
filed June 12, 1987, File No. 0-15981.
5.1 Opinion of Williams, Mullen, Clark & Dobbins.*
23.1 Consent of Williams, Mullen, Clark & Dobbins (included in Exhibit
5.1).*
23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).*
- ------------
*Filed herewith
Exhibits 5.1 and 23.1
[WILLIAMS, MULLEN, CLARK & DOBBINS LETTERHEAD]
May 16, 2000
The Board of Directors
Hilb, Rogal and Hamilton Company
P.O. Box 1220
Glen Allen, Virginia 23060-1220
Re: Hilb, Rogal and Hamilton Company 2000 Stock Incentive Plan
Gentlemen:
This letter is delivered to you in connection with the actions taken
and proposed to be taken by Hilb, Rogal and Hamilton Company, a Virginia
corporation (the "Company"), with respect to the offer and sale from time to
time pursuant to the Hilb, Rogal and Hamilton Company 2000 Stock Incentive Plan
(the "Plan"), of common stock of the Company in accordance with the terms of the
Plan (the "Common Stock"). We have reviewed the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission to effect the registration of the Common
Stock under the Securities Act of 1933, as amended.
In this regard, we have examined such corporate proceedings, records
and documents as we have deemed necessary or advisable in connection with the
opinions set forth herein.
Based upon such examination, it is our opinion that the Common Stock,
when issued pursuant to the Registration Statement and the terms and conditions
of the Plan, will be legally issued, fully paid and non-assessable under the
current laws of the Commonwealth of Virginia.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm as counsel to the
Company in the Registration Statement.
Very truly yours,
Williams Mullen Clark & Dobbins, P.C.
By: /s/ Robert E. Spicer, Jr.
-------------------------------
Robert E. Spicer, Jr.
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Hilb, Rogal and Hamilton Company 2000 Stock Incentive
Plan of our report dated February 9, 2000, with respect to the consolidated
financial statements and schedule of Hilb, Rogal and Hamilton Company included
in its Annual Report (Form 10-K) for the year ended December 31, 1999, filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Richmond, Virginia
May 10, 2000
