<PAGE> 1
As filed with the Securities and Exchange Commission on December 12, 2000
Registration No. _____________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PICO HOLDINGS, INC.
----------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
California 94-2723335
-------------------------- ------------------
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
</TABLE>
875 Prospect Street, Suite 301
La Jolla, CA 92037
------------------------------
(Address of principal executive offices) (Zip code)
2000 NONSTATUTORY STOCK OPTION PLAN
-----------------------------------
(Full title of the plan)
Gary W. Burchfield
Chief Financial Officer and Treasurer
PICO Holdings, Inc.
875 Prospect Street, Suite 301
La Jolla, CA 92037
-------------------------------------
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 858-456-6022
This registration statement, including all exhibits and attachments, contains 9
pages. The exhibit index may be found on page 7 of the consecutively numbered
pages of the registration statement.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
<PAGE> 2
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered(1) registered(2) offering price per aggregate offering registration fee
share(3) share(3)
-----------------------------------------------------------------------------------------------------------------------
2000 Nonstatutory Stock Option Plan
-----------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,200,000 $ 11.62 $ 13,944,000.00 $ 3,681.22
Par Value $0.001
</TABLE>
--------
1 The securities to be registered include options to acquire such Common
Stock.
2 Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any
stock split, stock dividend or similar transaction.
3 Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price is based upon the average of the high and low
prices of the Common Stock on December 7, 2000.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
PICO Holdings, Inc. (the "Company") hereby incorporates by reference in
this registration statement the following documents:
(a) The Company's latest report on Form 10-K filed on March 30, 2000,
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), containing audited financial statements for the
Company's latest fiscal year ended December 31, 1999, as filed with the
Commission.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
The Company's Amended and Restated Articles of Incorporation provide that
the liability of the directors for monetary damages shall be eliminated to the
fullest extent permissible under California law. Pursuant to California law, the
Company's directors shall not be liable for monetary damages for breach of the
directors' fiduciary duty of care to the Company and its shareholders. However,
this provision does not eliminate the duty of care, and in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under California law. In addition,
each director will continue to be subject to liability for (i) acts or omissions
that involve intentional misconduct or a knowing and culpable violation of law,
(ii) acts or omissions that a director believes to be contrary to the best
interests of the Company or its shareholders or that involve the absence of good
faith on the part of the director, (iii) any transaction from which a director
derived an improper personal benefit, (iv) acts or omissions that show a
reckless disregard for the director's duty to the Company or its shareholders in
circumstances in which the director was aware, or should have been aware, in the
ordinary course of performing a director's duties, of a risk of serious injury
to the Company or its shareholders,
3
<PAGE> 4
(v) acts or omissions that constitute an unexcused pattern of inattention that
amounts to an abdication of the director's duty to the Company or its
shareholders, (vi) any transaction that constitutes an illegal distribution or
dividend under California law, and (vii) any transaction involving an unlawful
conflict of interest between the director and the Company under California law.
The provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
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; and
(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;
provided, however, that paragraphs (1)(i) and (l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs 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.
(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.
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
4
<PAGE> 5
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.
SIGNATURE
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 City of La Jolla, State of California, on December 11, 2000.
PICO Holdings, Inc.
By: /s/ Gary W. Burchfield
----------------------
Gary W. Burchfield, Chief Financial
Officer and Treasurer
5
<PAGE> 6
POWER OF ATTORNEY
The officers and directors of PICO Holdings, Inc. whose signatures appear
below, hereby constitute and appoint Gary W. Burchfield and James F. Mosier, and
each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their or his substitutes, shall do or cause to be
done by virtue hereof. 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 indicated on December 11, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Ronald Langley Chairman of the Board, Director
----------------------------------
Ronald Langley
/s/ John R. Hart President, Chief Executive Office, Director
---------------------------------- (Principal Executive Officer)
John R. Hart
/s/ Gary W. Burchfield Chief Financial Officer and Treasurer (Principal
---------------------------------- Financial and Accounting Officer)
Gary W. Burchfield
/s/ Robert R. Broadbent Director
----------------------------------
Robert R. Broadbent
/s/ David A. Williams Director
----------------------------------
David A. Williams
/s/ S. Walter Foulkrod, III Director
----------------------------------
S. Walter Foulkrod, III, Esq.
/s/ Richard D. Ruppert Director
----------------------------------
Richard D. Ruppert, M.D.
/s/ John D. Weil Director
----------------------------------
John D. Weil
/s/ Carlos C. Campbell Director
----------------------------------
Carlos C. Campbell
</TABLE>
6
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<S> <C>
4.1 Amended and Restated Articles of Incorporation of the Company is incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on Form 8-K filed
on December 4, 1996
4.2 Amended and Restated Bylaws of the Company are incorporated by reference to Exhibit
3.2.2 to Amendment No. 2 to the Company's Registration Statement on Form S-4 filed
on October 2, 1996 (File No. 333-06671)
4.3 Agreement and Plan of Reorganization dated as of May 1, 1996 among Citation
Insurance Group, Citation Holding, Inc. and Physicians Insurance Company of Ohio and
amendment thereto dated August 14, 1996, is incorporated by reference to exhibit
filed with Amendment No. 2 to the Company's Registration Statement on Form S-4 filed
on October 2, 1996 (File No. 333-06671).
4.4 Second Amendment to Agreement and Plan of Reorganization dated November 12, 1996 is
incorporated by reference to Exhibit 2.3 to the Company's Registration Statement on
Form 8-K filed on December 4, 1996.
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (included in signature pages to this registration statement).
</TABLE>
7
