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As filed with the Securities and Exchange Commission on November 10, 1997
Registration No. 33-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NATIONAL INSURANCE GROUP
(Exact name of Registrant as Specified in Its Charter)
California 94-3031790
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
395 Oyster Point Boulevard, Suite 500
South San Francisco, California 94080
(Address, including zip code,
of Principal Executive Offices)
1986 Stock Option Plan
(Full Title of the Plan)
Robert P. Barbarowicz
Executive Vice President and General Counsel
NATIONAL INSURANCE GROUP
395 Oyster Point Boulevard, Suite 500
South San Francisco, California 94080
(650) 872-6772 (Name, address, including
zip code, and telephone number, including area code, of
Agent for Service)
COPY TO:
Deanne B. Kyle, Esq.
Munger, Tolles & Olson LLP
355 South Grand Avenue
Los Angeles, California 90071
(213) 683-9100
---------------
Pursuant to Rule 429 under the Securities Act of 1933, as amended (the
"Securities Act"), the prospectus delivered to participants under the
registrant's 1986 Stock Option Plan also relates to an aggregate of 1,006,820
shares initially registered under Registration Statements on Form S-8 No.
33-19203, on Form S-8 No. 33-36803, on Form S-8 No. 33- 52356 and on Form S-8
No. 33-88668.
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
TITLE OF SECURITIES Amount To Be Offering Price Aggregate Offering Registration
TO BE REGISTERED Registered Per Share Price Fee
- ----------------------------- ------------ --------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, 100,000 $10.375(2) $1,037,500(2) $315.00
without par value shares(1)
</TABLE>
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(1) The number of shares being registered represents the number of
additional shares that may be issued pursuant to the above referenced
plan.
(2) Pursuant to Rules 457(h)(1) and 457(c) under the Securities Act, the
proposed maximum offering price per share and the proposed maximum
aggregate offering price are estimated solely for the purpose of
calculating the registration fee required under Section 6(b) of the
Securities Act and are based upon the average of the high and low bid
and asked price for a share of Common Stock of National Insurance Group
on the NASDAQ National Market System on November 7, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE.
The contents of the following Registration Statements filed by National
Insurance Group, a California corporation ("National Insurance Group"), with the
Commission are incorporated herein by reference: (1) Form S-8 No. 33-19203, (2)
Form S-8 No. 33-36803, (3) Form S-8 No. 33-52356 and (4) Form S-8 No. 33-88668.
All documents filed by National Insurance Group pursuant to Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended
(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 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,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5 Opinion of Robert P. Barbarowicz, Executive Vice President
and General Counsel to National Insurance Group, regarding
the validity of securities offered hereby.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Robert P. Barbarowicz, Executive Vice President
and General Counsel to National Insurance Group (included
in Exhibit 5).
24 Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized in the
city of South San Francisco, State of California on November 10, 1997.
National Insurance Group
By: /s/ MARK A. SPEIZER
---------------------------------
Mark A. Speizer,
Chairman of the Board and
Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints
Mark A. Speizer or Robert P. Barbarowicz such person's true and lawful
attorney-in-fact and agent with full powers of substitution and resubstitution,
for the undersigned and in the name of the undersigned, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, 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 and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that 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, this Registration
Statement had been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Mark A. Speizer Chairman of the Board, Chief November 10, 1997
- --------------------------- Executive Officer (principal
Mark A. Speizer executive officer), and Director
/s/ Bruce A. Cole President and Director November 10, 1997
- ---------------------------
Bruce A. Cole
/s/ Gregory S. Saunders Executive Vice President, Chief November 10, 1997
- --------------------------- Financial Officer and Treasurer
Gregory S. Saunders (principal financial and
accounting officer)
/s/ Bard E. Bunaes Director November 10, 1997
- ---------------------------
Bard E. Bunaes
/s/ Saul B. Jodel Director November 10, 1997
- ---------------------------
Saul B. Jodel
</TABLE>
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NATIONAL INSURANCE GROUP
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
5 Opinion of Robert P. Barbarowicz, Executive Vice President and
General Counsel to National Insurance Group, regarding the
validity of securities offered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Robert P. Barbarowicz, Executive Vice President and
General Counsel to National Insurance Group (included in Exhibit
5).
24 Power of Attorney (See Page II-4)
</TABLE>
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EXHIBIT 5
November 10, 1997
National Insurance Group
395 Oyster Point Blvd.
Suite 500
South San Francisco, CA 94080
Re: Registration Statement on Form S-8
Gentlemen:
I have examined the Registration Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission on or about November 10, 1997 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 100,000 shares of your Common Stock (the
"Shares") reserved for issuance under the 1986 Stock Option Plan, as amended
(the "Plan"). As your legal counsel, I have examined the proceedings taken and
proposed to be taken in connection with the issuance, sale and payment of
consideration for the Shares to be issued under the Plan.
It is my opinion that, when issued and sold in the manner referred to in the
Plan and pursuant to the agreement which accompanies the Plan, the Shares will
be legally and validly issued, fully paid and non-assessable.
I consent to the use of this opinion as an exhibit to the Registration Statement
and further consent to the use of my name wherever appearing in the
Registration Statement and any amendment thereto.
Sincerely,
/s/ Robert P. Barbarowicz
- -----------------------------
Robert P. Barbarowicz,
Executive Vice President,
Secretary and General Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
National Insurance Group on Form S-8 of our report dated February 7, 1997 on our
audits of the consolidated financial statements of National Insurance Group as
of December 31, 1996 and 1995 and for the years ended December 31, 1996, 1995
and 1994 appearing in and incorporated by reference in the National Insurance
Group Annual Report on Form 10-K for the year ended December 31, 1996 filed with
the Securities and Exchange Commission.
/s/ Coopers & Lybrand L.L.P.
San Francisco, California
November 4, 1997
