<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 1996.
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------------
REPUBLIC GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 75-1155922
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
311 EAST 30TH AVE.
HUTCHINSON, KANSAS 67502-4341
(Address of Principal Executive Offices) (Zip Code)
------------------
REPUBLIC GROUP INCORPORATED
AMENDED AND RESTATED 1989 LONG-TERM INCENTIVE PLAN
AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plans)
PHIL SIMPSON
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
REPUBLIC GROUP INCORPORATED
311 EAST 30TH AVE.
HUTCHINSON, KANSAS 67502-4341
(316) 727-2700
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
---------------------------------------------------
Copy to:
BRYAN E. BISHOP
LOCKE PURNELL RAIN HARRELL
(A PROFESSIONAL CORPORATION)
2200 ROSS AVENUE
SUITE 2200
DALLAS, TEXAS 75201
(214) 740-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Aggregate Offering Registration Fee *
Share * Price*
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par 874,500 shares $17.38 $15,198,810 $5,241
value**
==========================================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee. This
fee was calculated pursuant to Rule 457(c) and (h) under the Securities Act of
1933, as amended, on the basis of the average of the high and low prices for
the Common Stock of the Company on the New York Stock Exchange on November 18,
1996.
** The Registration Statement also pertains to rights to purchase Common Stock
of the Company. One right is attached to and trades with each share of Common
Stock of the Company. Until the occurrence of certain events, the rights are
not exercisable and will not be evidenced or transferred apart from the Common
Stock.
In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers shares of Common Stock of the
Company issuable to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
<PAGE> 2
THIS REGISTRATION STATEMENT HEREBY INCORPORATES BY REFERENCE THE
CONTENTS OF (I) THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8, FILED WITH
THE SECURITIES EXCHANGE COMMISSION ON OCTOBER 18, 1990 (REGISTRATION NUMBER
33-37367) RELATING TO THE REPUBLIC GROUP INCORPORATED AMENDED AND RESTATED 1989
LONG-TERM INCENTIVE PLAN AND (II) THE REGISTRANT'S REGISTRATION STATEMENT ON
FORM S-8, FILED WITH THE SECURITIES EXCHANGE COMMISSION ON OCTOBER 18, 1990
(REGISTRATION NUMBER 33-37366) RELATING TO THE REPUBLIC GROUP INCORPORATED NON-
EMPLOYEE DIRECTOR STOCK OPTION PLAN.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information specified by Item 1 of Part I of Form S-8 is omitted
from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended (the "Act"), and the introductory note to
Part I of Form S-8. The document(s) containing the information specified in
Part I will be sent or given to employees as specified by Rule 428(b)(1).
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The information specified by Item 2 of Part I of Form S-8 is omitted
from this filing in accordance with the provisions of Rule 428 under the Act
and the introductory note to Part I of Form S-8. The document(s) containing
the information specified in Part I will be sent or given to employees as
specified by Rule 428(b)(1).
I-1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents set forth below are hereby incorporated by reference in
this Registration Statement. All documents subsequently filed by Republic
Group Incorporated, a Delaware corporation (the "Company"), pursuant to
Sections 13(a), 13(c), 14 and 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 the securities offered hereby have been sold or which
deregisters the securities offered hereby then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof commencing on the respective dates on which such documents are
filed. Any statement contained 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
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.
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1996.
(b) The description of the Company's Common Stock, par value
$1.00 per share (the "Common Stock"), contained in the Company's Form
8-A Registration Statement filed with the Commission pursuant to the
Exchange Act on October 24, 1984, SEC File No. 1-7210, including any
amendments or reports filed for the purposes of updating such
description.
(c) Description of Rights to Purchase Common Stock contained
in the Company's Form 8-A/A Registration Statement filed with the
Commission pursuant to the Exchange Act on November 22, 1996.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of
Delaware empowers a corporation to indemnify its directors, officers,
employees and agents and to purchase insurance, with respect to
liability arising out of their capacity or status as directors,
officers, employees and agents. Section 145 further provides that the
indemnification provided therein shall not be deemed exclusive of any
other rights to which the directors, officers, employees and agents of
a corporation may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
Article Tenth of the Company's Amended and Restated
Certificate of Incorporation provides that the Company shall indemnify
any and all of its directors or officers or former directors or
officers or any person who may have served at its request as a
director or officer of another corporation in which it owns shares of
capital stock or of which it is a credit against expenses actually and
necessarily incurred by them in connection with the defense of any
action, suit or proceeding in which they, or any of them, are made
parties, or a party, by reason of being or having been directors or
officers or a director or officer of the Company, except in relation
to matters as to which any such director or
II-1
<PAGE> 4
officer or former director of officer shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct
in the performance of duty.
Article VI of the Company's Amended and Restated Bylaws (the
"Bylaws") provides for indemnification of the Company's directors,
officers, employees and agents in certain circumstances and sets forth
certain procedures for such indemnification. Article VI of the
Company's Bylaws, which are filed as Exhibit 4.2 to this Registration
Statement, is incorporated herein by reference.
The Company has a directors and officers insurance policy
insuring directors and officers and former directors and officers of
the Company and its subsidiaries against damages, judgments,
settlements and costs that any such persons may become legally
obligated to pay on account of claims made against them, for any
error, misstatement or misleading statement, act or omission, or
neglect or breach of duty committed, attempted or allegedly committed
or attempted by such persons in the discharge of their duties to the
Company in their capacities as directors or officers, or any matter
claimed against them solely by reason of their serving in such
capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
4.1 Second Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3(a) to
the Company's Quarterly Report on Form 10-Q, dated
November 13, 1996).
4.2 Amended and Restated Bylaws of the Company
(incorporated by reference to Exhibit 3(b) to the
Company's Quarterly Report on Form 10-Q, dated
November 13, 1996).
4.3 Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4 to the Company's Registration
Statement on Form 8-A, dated October 25, 1984, SEC
File No. 1-7210).
4.4 Republic Group Incorporated Amended and Restated 1989
Long-Term Incentive Plan (incorporated by reference to
Exhibit 10(a) to the Company's Quarterly Report on
Form 10-Q, dated November 13, 1996).
4.5 Republic Group Incorporated Amended and Restated Non-
Employee Director Stock Option Plan (incorporated by
reference to Exhibit 10(b) to the Company's Quarterly
Report on Form 10-Q, dated November 13, 1996).
4.6 Amended and Restated Rights Agreement between the
Company and UMB Bank, N.A. as Rights Agent
(incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K, dated
November 22, 1996).
4.7 Description of Rights to Purchase Common Stock
(incorporated by reference to Item 1 to the Company's
Registration Statement on Form 8-A/A, dated
November 22, 1996).
</TABLE>
II-2
<PAGE> 5
<TABLE>
<S> <C>
5.1 Opinion of Locke Purnell Rain Harrell (A Professional
Corporation).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Locke Purnell Rain Harrell (A Professional
Corporation) (included in its opinion filed as Exhibit
5.1).
24 Power of Attorney (included on the signature page of
this Registration Statement).
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) 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 (the
"Act");
(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;
(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 (a)(1)(i) and
(a)(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
with or furnished to the Securities and Exchange
Commission by the Company 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 Act, 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.
(4) That, for purposes of determining any liability under
the Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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.
(5) Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers
and controlling persons of the Company pursuant to
the foregoing
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<PAGE> 6
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 Act 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 Act and will be governed
by the final adjudication of such issue.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Phil Simpson and Stephen L. Gagnon, and
each of them or any one of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to execute in the
name and on behalf of such person, in any and all capacities, any or all
amendments (including post-effective amendments) to this Registration Statement
now or hereafter filed by or on behalf of Republic Group Incorporated (the
"Company") covering securities issued or issuable under or in connection with
the Company's Amended and Restated 1989 Long-Term Incentive Plan and Amended
and Restated Non-Employee Director Stock Option Plan (as now or hereafter
amended) and to file the same, with all exhibits thereto, and other documents
required in connection therewith, with the Securities and Exchange Commission
and any state or other securities authority, granting unto said attorneys-in-
fact and agents, and each of them or any one of them, 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, and each of them or any one of them, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Form S- 8 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Irving, State of Texas,
on the 24th day of October, 1996.
REPUBLIC GROUP INCORPORATED
By: /s/ Phil Simpson
------------------------------------------
Phil Simpson
Chairman of the Board, President and
Chief Executive Officer
II-4
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Form S-8 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/ Phil Simpson Chairman of the Board, President,
- ---------------------------------- Chief Executive Officer and Director October 24, 1996
Phil Simpson (principal executive officer)
/s/ Stephen L. Gagnon Executive Vice President and Director October 24, 1996
- ----------------------------------
Stephen L. Gagnon
/s/ Doyle R. Ramsey Vice President and Chief Financial Officer October 24, 1996
- ---------------------------------- (principal financial officer)
Doyle R. Ramsey
/s/ John W. McCracken Controller (principal accounting officer) October 24, 1996
- ----------------------------------
John W. McCracken
/s/ Bert A. Nelson Director October 24, 1996
- ----------------------------------
Bert A. Nelson
/s/ Talbot Rain Director October 24, 1996
- ----------------------------------
Talbot Rain
/s/ Gerald L. Ray Director October 24, 1996
- ----------------------------------
Gerald L. Ray
/s/ Robert F. Sexton Director October 24, 1996
- ----------------------------------
Robert F. Sexton
/s/ David R. Simpson Director October 24, 1996
- ----------------------------------
David R. Simpson
/s/ L. L. Wallace Director October 24, 1996
- ----------------------------------
L. L. Wallace
/s/ David B. Yarbrough Director October 24, 1996
- ----------------------------------
David B. Yarbrough
</TABLE>
II-5
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<S> <C>
4.1 Second Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3(a) to the Company's
Quarterly Report on Form 10-Q, dated November 13, 1996).
4.2 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3(b) to the Company's Quarterly Report on
Form 10-Q, dated November 13, 1996).
4.3 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4 to the Company's Registration Statement on Form 8-A,
dated October 25, 1984, SEC File No. 1-7210).
4.4 Republic Group Incorporated Amended and Restated 1989 Long-Term
Incentive Plan (incorporated by reference to Exhibit 10(a) to
the Company's Quarterly Report on Form 10-Q, dated November 13,
1996).
4.5 Republic Group Incorporated Amended and Restated Non-Employee
Director Stock Option Plan (incorporated by reference to
Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q,
dated November 13, 1996).
4.6 Amended and Restated Rights Agreement between the Company and
UMB Bank, N.A. as Rights Agent (incorporated by reference to
Exhibit 4 to the Company's Current Report on Form 8-K, dated
November 22, 1996).
4.7 Description of Rights to Purchase Common Stock (incorporated
by reference to Item 1 to the Company's Registration Statement
on Form 8-A/A, dated November 22, 1996).
5.1 Opinion of Locke Purnell Rain Harrell (A Professional
Corporation).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Locke Purnell Rain Harrell (A Professional
Corporation) (included in its opinion filed
as Exhibit 5.1).
24 Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
November 25, 1996
Republic Group Incorporated
311 East 30th Ave.
Hutchinson, Kansas 67502-4341
Re: Registration of 874,500 shares of Common Stock, par value
$1.00, pursuant to a Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Republic Group Incorporated, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement on Form S-8 (the "Registration Statement"), of 874,500
shares of Common Stock, par value $1.00 per share, of the Company (the "Common
Stock") to be issued to officers, directors and employees of the Company for
the purposes and substantially upon the terms and conditions set forth in the
Company's Amended and Restated 1989 Long-Term Incentive Plan and the Amended
and Restated Non-Employee Director Stock Option Plan (the "Plans").
Based upon our examination of such papers and documents as we have
deemed relevant or necessary in rendering this opinion, and based on our review
of the Delaware General Corporation Law, we hereby advise you that we are of
the opinion that assuming, with respect to shares of Common Stock issued after
the date hereof, (i) the receipt of proper consideration for the issuance
thereof in excess of the par value thereof, (ii) the availability of a
sufficient number of shares of Common Stock authorized by the Company's
Certificate of Incorporation then in effect, (iii) compliance with the terms of
any agreement entered into in connection with any options or shares of Common
Stock issued under the Plans, and (iv) no change occurs in the applicable law
or the pertinent facts, shares of Common Stock purchasable under the Plans will
be legally issued, fully paid and non-assessable shares of Common Stock.
<PAGE> 2
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement filed by the Company with the Securities and Exchange
Commission. By so consenting, we do not thereby admit that our firm's consent
is required by Section 7 of the Securities Act.
Very truly yours,
LOCKE PURNELL RAIN HARRELL
(A Professional Corporation)
By: /s/ Bryan E. Bishop
----------------------------------
Bryan E. Bishop
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 registration statement of our reports dated August
2, 1996 included in Republic Group Incorporated's Form 10-K for the year ended
June 30, 1996 and to all references to our Firm included in the registration
statement.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Dallas, Texas
November 25, 1996
