UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HALLMARK FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0447375
(State or other (IRS Employer
jurisdiction Identification No.)
of incorporation)
14651 Dallas Parkway, Suite 900, Dallas, Texas 75240
(Address of principal executive offices) (Zip Code)
Hallmark Financial Services, Inc. 1991 Key Employee Stock Option Plan
Hallmark Financial Services, Inc. 1994 Key Employee Long Term Incentive Plan
Hallmark Financial Services, Inc. 1994 Non-Employee Director Stock Option Plan
(Full title of the plans)
Copy to:
Ramon D. Phillips Steven D. Davidson, Esq.
President and Chief Executive Officer McGuire, Craddock, Strother & Hale, P.C.
Hallmark Financial Services, Inc. 3550 Lincoln Plaza
14651 Dallas Parkway, Suite 900 500 N. Akard Street
Dallas, Texas 75240 Dallas, Texas 75201
(972) 934-2400 (214) 954-6800
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to maximum maximum Amount of
securities be offering aggregate registration
to be registered price per offering fee
registered (1) share (2) price (2)
------------------------------------------------------------------------------
Common 3,375,000 $0.50 $1,687,500 $445.50
Stock shares
(1) Plus an indeterminate number of additional shares which may become
issuable pursuant to anti-dilution and adjustment provisions of the
Plans.
(2) Pursuant to Rule 457, calculated on the basis of the average of the
high and low price of the Common Stock on the American Stock Exchange
on July 6, 2000.
This Registration Statement relates to up to 3,375,000 shares of common
stock, $0.03 par value per share (the "Common Stock"), of Hallmark Financial
Services, Inc. (the "Company") which may be issued under the Hallmark
Financial Services, Inc. 1991 Key Employee Stock Option Plan (the "1991
Plan"), the Hallmark Financial Services, Inc. 1994 Key Employee Long Term
Incentive Plan (the "1994 Employee Plan") and the Hallmark Financial
Services, Inc. 1994 Non-Employee Director Stock Option Plan (the "1994
Director Plan"). The 1991 Plan, the 1994 Employee Plan and the 1994
Director Plan are collectively referred to herein as the "Plans".
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents and other information specified in Part I of Form S-8
will be sent or given to participants in the Plans as specified in Rule 428
promulgated under the Securities Act of 1933. Pursuant to Rule 428 and the
instructions to Form S-8, such documents and information are omitted from
this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference
into this Registration Statement:
a. The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999;
b. The Company's Quarterly Report on Form 10-QSB for the fiscal
quarter ended March 31, 2000;
c. The Company's definitive Proxy Statement dated April 24, 2000; and
d. The description of the Common Stock contained in the Company's
registration statement on Form 8-A as filed with the Commission
on July 8, 1992.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all of
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Bylaws of the Company contain provisions requiring it to indemnify
its officers, directors, employees and agents to the full extent permitted
by the Nevada General Corporation Law. Section 78.751 of the Nevada General
Corporation Law permits a corporation to indemnify any person who was, or
is, or is threatened to be made a party in a completed, pending or
threatened proceeding, whether civil or criminal, administrative or
investigative (except an action by or in the right of the corporation), by
reason of being or having been an officer, director, employee or agent of
the corporation or serving in certain capacities at the request of the
corporation. Indemnification may include attorneys' fees, judgments, fines
and amounts paid in settlement. The person to be indemnified must have
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action, such person must have had no reasonable cause to believe
his conduct was unlawful.
With respect to actions by or in the right of the corporation, Section
78.751 does not permit indemnification for any claim, issue or matter as to
which such a person has been finally adjudged by a court of competent
jurisdiction to be liable to the corporation or for amounts paid in
settlement to the corporation unless (and only to the extent that) the court
in which the action was brought or other court of competent jurisdiction
determines that in view of all circumstances the person is fairly and
reasonably entitled to indemnity. Unless indemnification is ordered by a
court, the determination to pay indemnification must be made by the
stockholders, by a majority vote of a quorum of the Board of Directors who
were not parties to the action, suit or proceeding, or in certain
circumstances by independent legal counsel in a written opinion. Section
78.751 permits the articles of incorporation or bylaws to provide for
payment to an officer or director of the expenses of defending an action as
incurred upon receipt of an undertaking to repay the amount if it is
ultimately determined by a court of competent jurisdiction that the person
is not entitled to indemnification. Section 78.751 also provides that, to
the extent a director, officer, employee or agent has been successful on the
merits or otherwise in the defense of any such action, he must be
indemnified by the corporation against expenses, including attorneys' fees,
actually and reasonably incurred in connection with the defense.
Item 7. Exemption From Registration Claimed.
Not Applicable
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
4.1 Articles of Incorporation of the Company, as amended [incorporated
by reference to Exhibit 3(a) to Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1993 (File No. 0-16090)].
4.2 Bylaws of the Company, as amended [incorporated by reference to
Exhibit 3(b) to Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1993 (File No. 0-16090)].
<PAGE>
4.3 Specimen certificate for Common Stock of the Company [incorporated
by reference to Exhibit 4 to Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1991 (File No. 0-16090)].
5.1 Opinion of McGuire, Craddock, Strother & Hale, P.C. regarding
legality of the securities being registered.
23.1 Consent of McGuire, Craddock, Strother & Hale, P.C. (contained
in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, independent public
accountants.
24.1 Power of Attorney (contained on the signature page to this
Registration Statement).
Item 9. Undertakings.
The Company 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 this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this 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 which remain unsold at the
termination of the offering.
<PAGE>
(4) That, for purposes of determining any liability under the
Securities act of 1933, each filing of the Company's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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 of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 of 1933
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Dallas, State of Texas, on the 12th day of July,
2000.
HALLMARK FINANCIAL SERVICES, INC.
By: /s/ Ramon D. Phillips
---------------------------------------
Ramon D. Phillips, President (Chief
Executive Officer)
By: /s/ Johnny J. DePuma
---------------------------------------
Johnny J. DePuma, Vice President (Chief
Financial Officer/Principal Accounting
Officer)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT that each person whose signature appears
below hereby constitutes and appoints each of Ramon D. Phillips and Johnny
J. DePuma, each with full power to act without the other, his/her true and
lawful agents and attorneys-in-fact, each with full power of substitution,
for him/her and in his/her name, place and stead, in any and all capacities,
to sign any and all amendments to this Registration Statement and to file
the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each
of said attorneys-in-fact full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith as fully to all intents and purposes as he/she might or could do
in person.
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.
Date: July 12, 2000 /s/ Ramon D. Phillips
---------------------------
Ramon D. Phillips, Director
Date: July 12, 2000 /s/ Linda H. Sleeper
---------------------------
Linda H. Sleeper, Director
Date: July 12, 2000 /s/ Raymond A. Kilgore
---------------------------
Raymond A. Kilgore, Director
Date:
---------------------------
James H. Graves, Director
Date: July 12, 2000 /s/ George R. Manser
---------------------------
George R. Manser, Director
Date: July 12, 2000 /s/ C. Jeffrey Rogers
---------------------------
C. Jeffrey Rogers, Director
<PAGE>
EXHIBITS INDEX
Exhibit Sequential
Number Description Page Number
------- ----------- -----------
4.1 Articles of Incorporation of the Company, as amended
[incorporated by reference to Exhibit 3(a) to Annual
Report on Form 10-KSB for the fiscal year ended December
31, 1993 (File No. 0-16090)].
4.2 Bylaws of the Company, as amended [incorporated by
reference to Exhibit 3(b) to Annual Report on Form 10-
KSB for the fiscal year ended December 31, 1993 (File
No. 0-16090)].
4.3 Specimen certificate for Common Stock of the Company
[incorporated by reference to Exhibit 4 to Annual Report
on Form 10-KSB for the fiscal year ended December 31,
1991 (File No. 0-16090)].
5.1 Opinion of McGuire, Craddock, Strother & Hale, P.C.
regarding legality of the securities being registered.
23.1 Consent of McGuire, Craddock, Strother & Hale, P.C.
(contained in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, independent
public accountants.
24.1 Power of Attorney (contained on the signature page to
this Registration Statement).
