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As filed with the Securities and Exchange Commission on December 2, 1996.
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAPITAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
OHIO 6711 34-1588902
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Class- Identification No.)
incorporation or Identification Code No.)
organization)
5520 MONROE STREET
SYLVANIA, OHIO 43560
(419) 885-7379
(Address of Principal Executive Offices, including Zip Code)
CAPITAL HOLDINGS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
--------------
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
MR. JOHN S. SZUCH COPIES OF COMMUNICATIONS TO:
CHAIRMAN THOMAS C. BLANK, ESQ.
CAPITAL HOLDINGS, INC. WERNER & BLANK CO., L.P.A.
5520 MONROE STREET 7205 W. CENTRAL AVENUE
SYLVANIA, OHIO 43560 TOLEDO, OHIO 43617
(419) 885-7379 (419) 841-8051
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit(l) Price(l) Fee
- ---------- ---------- ----------- --------- ------------
Common Stock 50,000 $33.50 $1,675,000 $577.59
================================================================================
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457, based upon the current trading price for the Common Stock
as of December 1, 1996.
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
---------------
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PART 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------
The information required to be included in the Section 10(a)
prospectus is not required to be included herein.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated in this Registration
Statement by reference:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, filed pursuant to Section 13 of the
Exchange Act: (File No. 33-46573);
(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 Annual Report on Form 10-K referred to in (a) above:
(File No. 33-46573); and
(c) The description of the Corporation's Common Stock contained in
the Registration Statement filed on Form S-1
(File No. 33-46573).
All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement, and to be a part hereof from the date
of such filing.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Chapter 17 of the Ohio General Corporation Law provides that Ohio
corporations may indemnify an individual made a party to any threatened,
pending, or completed action, suit or proceeding whether civil, criminal,
administrative or investigative, because the individual is or was a director,
officer, employee or agent of the corporation, against liability incurred in the
proceeding if the person: (i) acted in good faith and (ii) the individual
believes his conduct was in the corporation's best interest or was not opposed
to the corporation's best interest.
Chapter 17 further provides that a corporation shall indemnify an
individual who was fully successful on the merits or otherwise in any proceeding
to which the director, officer, employee or agent was a party because the
individual was or is a director, officer, employee or agent of the corporation,
for reasonable expenses incurred by the director in connection with the
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proceeding. Chapter 17 also provides that a corporation may purchase and
maintain insurance on behalf of the individual who is or was a director,
officer, employee or agent of the corporation or who, while a director, officer,
employee or agent of the corporation is or was serving at the request of the
corporation as a director, officer, partner, trustee, employer or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprises, against liability asserted against
or incurred by the individual in that capacity or arising from the individual
status as a director, officer, employee, or agent.
Registrant maintains a directors' and officers' liability insurance
policy, including expense reimbursement, for the purpose of providing
indemnification to its directors and officers in the event of such a threatened,
pending or completed action.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
4.1 Capital Holdings, Inc. Employee Stock Purchase Plan adopted
November 12, 1996
5 Legal Opinion of Werner & Blank Co., L.P.A.
23(a) Consent of Ernst & Young, LLP, Independent Accountants
23(b) Consent of Werner & Blank Co., L.P.A. (Included in Exhibit 5)
24. Power of Attorney
Item 9. UNDERTAKINGS
(a) 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;
(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 Paragraph (a)(l)(i) and (a)(l)(ii)
shall 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 registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
the Registration Statement
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(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 registration by means of a post-effective amendment
any of the securities being registered which remain unsold at
the termination of the offering.
(b) 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 Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(h) 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 provisions
described in Item 6, 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 proceedings) 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.
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SIGNATURES
----------
THE REGISTRANT
- --------------
Pursuant to the requirements of the Securities Act of 1933, 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 Sylvania, State of Ohio, on this 12th day of
November, 1996.
Capital Holdings, Inc.
By: /s/ Robert A. Sullivan
--------------------------
Robert A. Sullivan, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Capital Holdings, Inc.
/s/ John S. Szuch
--------------------------------
John S. Szuch,
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 12th day of November, 1996.
Signature Title
--------- -----
/s/ John S. Szuch
- ------------------------
John S. Szuch Chairman and Chief Executive Officer
and Director (Principal Executive Officer)
/s/ Robert A. Sullivan
- ------------------------
Robert A. Sullivan President, Chief Operating Officer and Director
/s/ Michael P. Killian
- ------------------------
Michael P. Killian Senior Vice President and Chief Financial Officer
(Principal Accounting Officer)
/s/ James A. Appold Director
- ------------------------
James M. Appold
4
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/s/ David P. Bennett Director
- ------------------------
David P. Bennett
- ------------------------
Yale M. Feniger Director
/s/ George A. Isaac, III Director
- ------------------------
George A. Isaac, III
/s/ Michael C. Landin Director
- ------------------------
Michael C. Landin
/s/ Ronald R. Langenderfer Director
- ------------------------
Ronald R. Langenderfer
/s/ Joel A. Levine Director
- ------------------------
Joel A. Levine
/s/ W. G. Lyden, III Director
- ------------------------
W. G. Lyden, III
/s/ Thomas W. Noe Director
- ------------------------
Thomas W. Noe
/s/ Noel S. Romanoff Director
- ------------------------
Noel S. Romanoff
/s/ James D. Sayre Director
- ------------------------
James D. Sayre
/s/ James M. Tuschman Director
- ------------------------
James M. Tuschman
THE PLAN
- --------
Pursuant to the requirements of the Securities Act of 1933, the Capital
Holdings, Inc. Employee Stock Purchase Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sylvania and State of Ohio on this 12th day of
November, 1996.
CAPITAL HOLDINGS, INC.
EMPLOYEE STOCK PURCHASE
PLAN
By: /s/ John S. Szuch
-----------------------
5
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EXHIBIT 4.1
FORM OF CAPITAL HOLDINGS, INC.
EMPLOYEE STOCK PURCHASE PLAN
<PAGE> 2
CAPITAL HOLDINGS, INC.
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I. INTRODUCTION
SECTION 1.01 PURPOSE. The purpose of this Employee Stock Purchase Plan
(the "Plan") is to provide employees of Capital Holdings, Inc., an Ohio
corporation (the "Company"), and certain related corporations with an
opportunity to share in the ownership of the Company by providing them with a
convenient means for regular purchases of the Company's Common Stock, no par
value per share, and thus to develop a stronger incentive to work for the
continued success of the Company.
SECTION 1.02 NONQUALIFIED PLAN. It is not intended that the Plan be a
qualified plan under the Internal Revenue Code of 1986, as amended (the "Code").
All Employees in the Plan will have the same rights and privileges consistent
with the provisions of the Plan.
SECTION 1.03 DEFINITIONS. For purposes of the Plan, the following
terms will have the meanings set forth below:
(a) "Affiliate" means any parent or subsidiary corporation of
the Company, as defined in Section 425(e) and 425(f) of the Code,
whether now or hereafter acquired or established.
(b) "Committee" means the committee appointed under
Section 7.01.
(c) "Company" means Capital Holdings, Inc., an Ohio
corporation, and its successors by merger or consolidation.
(d) "Employee" means any employee of the Company or an
Affiliate as of the first day of a Purchase Period, including an
officer.
(e) "Fair Market Value" as of a given date means such value of
the Common Stock as reasonably determined by the Committee, but which
is not less than the price established by the most recent semiannual
valuation performed by Austin Associates, Inc., or such other firm
retained by the Company to perform such valuation, if any, or the price
at which the stock of the Company is available for purchase on a
national stock exchange.
(f) "Plan" means the Capital Holdings, Inc. Employee Stock
Purchase Plan, the provisions of which are set forth herein.
(g) "Purchase Period" means a period beginning and ending on
such business days as may be designated by the Committee prior thereto.
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(h) "Stock" means the Company's Common Stock, without par
value, as such stock may be adjusted for changes in the stock of the
Company as contemplated by Article VIII herein.
ARTICLE II. ELIGIBILITY AND PARTICIPATION
SECTION 2.01 ELIGIBLE EMPLOYEES. All Employees shall be eligible to
participate in the Plan.
SECTION 2.02 ELECTION TO PARTICIPATE. An Employee may elect to
participate in the Plan for a given Purchase Period by filing with the Company
during that Purchase Period and in accordance with such terms and conditions as
the Committee in its sole discretion may impose, a form provided by the Company
for such purpose and by the Employee paying cash to the Company for such
purchases at any time during the Purchase Period.
SECTION 2.03 VOLUNTARY PARTICIPATION. Participation in the Plan on the
part of an Employee is voluntary and such participation is not a condition of
employment nor does participation in the Plan entitle an Employee to be retained
as an employee.
ARTICLE III. RIGHT TO PURCHASE SHARES
SECTION 3.01 NUMBER OF SHARES. Each Employee will have the right to
purchase during the Purchase Period any number of whole shares of Stock at the
price specified in Section 3.02, subject to the limitation that no more than
$50,000 in Fair Market Value (determined at the beginning of each Purchase
Period) of Stock of the Company may be purchased under the Plan by any one
Employee in any one calendar year. However, if the purchases for all Employees
would otherwise cause the aggregate number of shares of Stock to be sold under
the Plan during the current and all prior Purchase Periods to exceed the number
specified in Section 7.03, each Employee shall be allocated a pro rata portion
of the Stock to be sold.
SECTION 3.02 PURCHASE PRICE. The purchase price for a Purchase Period
shall be that price as announced by the Committee prior to the first business
day of the Purchase Period.
ARTICLE IV. NONTRANSFERABILITY
SECTION 4.01 NONTRANSFERABLE RIGHT TO PURCHASE. The right to purchase
Stock hereunder may not be assigned, transferred, pledged or hypothecated
(whether by operation of law or otherwise) and will not be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition or levy of attachment or similar process upon
the right to purchase will be null and void and without effect.
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ARTICLE V. STOCK CERTIFICATES
SECTION 5.01 DELIVERY. Promptly after the last day of each Purchase
Period and subject to such terms and conditions as the Committee in its sole
discretion may impose, the Company will cause to be delivered to or for the
benefit of the Employee a certificate representing the Stock purchased during
such Purchase Period pursuant to the terms of this Plan or, at the option of the
Company, the Company may maintain the interest of Employees in the Plan in
uncertificated form and deliver a report to the Employee showing his or her
ownership interest.
SECTION 5.02 SECURITIES LAWS. The Company shall not be required to
issue or deliver any certificate representing Stock prior to registration under
the Securities Act of 1933, as amended, or registration or qualification under
any state law if such registration is required. The Company will use its best
efforts to accomplish such registration (if and to the extent required) not
later than a reasonable time following the Purchase Period, and delivery of
certificates may be deferred until such registration is accomplished.
SECTION 5.03 COMPLETION OF PURCHASE. An Employee will have no interest
in the Stock purchased until a certificate representing the same is issued to or
for the benefit of the Employee or until an appropriate entry is made on the
records of the Plan if the stock is to be held in uncertificated form.
SECTION 5.04 FORM OF OWNERSHIP. The certificates representing Stock
issued under the Plan will be registered in the name of the Employee, jointly in
the name of the Employee and another person, or in a trust for the benefit of
the Employee, as the Employee may direct on a form provided by the Company.
ARTICLE VI. EFFECTIVE DATE AND AMENDMENT OR
TERMINATION OF PLAN
SECTION 6.01 EFFECTIVE DATE. The Plan will become effective on
December 1, 1996.
SECTION 6.02 POWERS OF BOARD/TERMINATION. The Board of Directors of
the Company may at any time amend or terminate the Plan. The Plan shall remain
in place until so terminated by the Board of Directors of the Company or until
all shares of Stock authorized under the Plan, as may be amended from time to
time by the Board of Directors, have been issued.
ARTICLE VII. ADMINISTRATION
SECTION 7.01 APPOINTMENT OF COMMITTEE. The Board of Directors of the
Company shall appoint a Committee to administer the Plan consisting of three or
more persons (who may but need not be directors of the Company or of an
Affiliate). The Board will determine the size of the Committee from time to time
and will have the power to remove and replace the members
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thereof. Until otherwise decided by the Board of Directors, the Compensation
Committee of the Company shall act as the designated Committee.
SECTION 7.02 POWERS OF COMMITTEE. Subject to the provisions of the
Plan, the Committee will have full authority to administer the Plan, including
authority to interpret and construe any provision of the Plan, to establish
deadlines by which the various administrative forms must be received in order to
be effective, and to adopt such other rules and regulations for administering
the Plan as it may deem appropriate. The Committee shall have full and complete
authority to determine whether all or any part of the Stock acquired pursuant to
the Plan shall be subject to restrictions on the transferability thereof or any
other restrictions affecting in any manner an Employee's rights with respect
thereto but any such restrictions shall be contained in the form by which an
Employee elects to participate in the Plan pursuant to Section 2.02. Decisions
of the Committee will be final and binding on all parties who have an interest
in the Plan.
SECTION 7.03 STOCK TO BE SOLD. The Stock to be issued and sold under
the Plan may be treasury stock or authorized but unissued Stock, or the Company
may purchase Stock in the market for sale under the Plan. Except as provided in
Section 8.01, the aggregate number of shares of Stock to be sold under the Plan
will not exceed 50,000 common shares.
SECTION 7.04 NOTICES. Notices to the Committee should be addressed as
follows:
Capital Holdings, Inc.
5520 Monroe Street
Sylvania, OH 43560
Attention: Compensation Committee
ARTICLE VIII. ADJUSTMENT FOR CHANGES
IN STOCK OF COMPANY
SECTION 8.01 STOCK DIVIDEND OR RECLASSIFICATION. If the outstanding
shares of Stock are increased, decreased, changed into or exchanged for a
different number or kind of securities of the Company, or shares of a different
par value or without par value, through reorganization, recapitalization,
reclassification, stock dividend, stock split, amendment to the Company's
Articles of Incorporation, reverse stock split or otherwise, an appropriate
adjustment shall be made in the maximum numbers and/or kind of securities to be
sold under this Plan with a corresponding adjustment in the purchase price to be
paid therefor.
ARTICLE IX. APPLICABLE LAW
Rights to purchase Stock granted under this Plan shall be construed and
shall take effect in accordance with the laws of the State of Ohio.
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EXHIBIT 5
FORM OF OPINION OF COUNSEL
<PAGE> 2
{WERNER & BLANK CO., L.P.A. LETTERHEAD}
December 2, 1996
Board of Directors
Capital Holdings, Inc.
5520 Monroe Street
Sylvania, Ohio 43560
Gentlemen:
In our capacity as counsel to Capital Holdings, Inc., Sylvania, Ohio
("Capital"), we have reviewed the Registration Statement on Form S-8 (the
"Registration Statement") dated as of the date of this opinion and to be filed
by Capital with the Securities and Exchange Commission with respect to offers
and sales by Capital of up to 50,000 shares of Capital common stock, without par
value (the "Capital Common Stock").
We have examined the Articles of Incorporation of Capital, as amended, the Code
of Regulations of Capital, as amended and such other documents, corporate
records and instruments as we have deemed necessary or appropriate for the
purpose of this opinion.
Based upon the forgoing, we are of the opinion that any share of Common Stock
reserved for issuance under the Plan will, when issued in accordance with the
terms of the Plan be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an Exhibit thereto.
Sincerely,
/s/ WERNER & BLANK CO., L.P.A.
Werner & Blank, Co., LPA
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated January 19,
1996 with respect to the consolidated financial statements of Capital Holdings,
Inc., included in its Annual Report (Form 10-k) for the year ended December 31,
1995, filed with the Securities and Exchange commission pertaining to the
Employee Stock Purchase Plan.
ERNST & YOUNG, LLP
Toledo, Ohio
December 2, 1996
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
<PAGE> 2
POWERS OF ATTORNEY
DIRECTORS OF CAPITAL HOLDINGS, INC.
Know all men by these presents that each person whose name is signed
below has made, constituted and appointed, and by this instrument does make,
constitute and appoint John S. Szuch his true and lawful attorney with full
power of substitution and resubstitution to affix for him and in his name, place
and stead, as attorney-in-fact, his signature as director or officer, or both,
of Capital Holdings, Inc., an Ohio corporation (the "Company"), to a
Registration Statement on Form S-8 registering under the Securities Act of 1933,
common stock to be issued under the Capital Holdings, Inc. Employee Stock
Purchase Plan, and to any and all amendments, post-effective amendments and
exhibits to that Registration Statement, and to any and all applications and
other documents pertaining thereto, giving and granting to such attorney-in-fact
full power and authority to do and perform every act and thing whatsoever
necessary to be done in the premises, as fully as he might or could do if
personally present, and hereby ratifying and confirming all that said
attorney-in-fact or any such substitute shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at Sylvania,
Ohio, this 12th day of November, 1996.
/s/ James A. Appold Director
- ------------------------
James M. Appold
/s/ David P. Bennett Director
- ------------------------
David P. Bennett
- ------------------------ Director
Yale M. Feniger
/s/ George A. Isaac, III Director
- ------------------------
George A. Isaac, III
/s/ Michael C. Landin Director
- ------------------------
Michael C. Landin
/s/ Ronald R. Langenderfer Director
- ------------------------
Ronald R. Langenderfer
/s/ Joel A. Levine Director
- ------------------------
Joel A. Levine
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/s/ W. G. Lyden, III Director
- ------------------------
W. G. Lyden, III
/s/ Thomas W. Noe Director
- ------------------------
Thomas W. Noe
/s/ Noel S. Romanoff Director
- ------------------------
Noel S. Romanoff
/s/ James D. Sayre Director
- ------------------------
James D. Sayre
/s/ James M. Tuschman Director
- ------------------------
James M. Tuschman
2
