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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 34-1588902
(State of Incorporation) (IRS Employer Identification No.)
5520 MONROE STREET
SYLVANIA, OHIO 43560
(Address of principal executive offices, including zip code)
CAPITAL HOLDINGS, INC. AMENDED AND RESTATED DIRECTOR AND EMPLOYEE STOCK
PURCHASE PLAN
(Full Title of the Plan)
MR. JOHN S. SZUCH
CHAIRMAN AND CEO
CAPITAL HOLDINGS, INC.
5520 MONROE STREET
SYLVANIA, OHIO 43560
(419) 885-7379
(Name, address and telephone number of agent for service)
COPIES TO:
EDWIN L. HERBERT, ESQ.
WERNER & BLANK CO., L.P.A.
7205 WEST CENTRAL AVENUE
TOLEDO, OHIO 43617
(419) 841-8051
CALCUATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered(1) per Share(2) Price(2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value 200,000 $28.75 $ 5,750,000.00 $1,599.00
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares of common stock, no par value ("Common
Stock"), of Capital Holdings, Inc. (the "Company" or "Registrant") registered
hereby as a result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee, which
has been calculated pursuant to Rule 457(h) under the Securities Act of 1933,
("Securities Act"), based upon the average of the high and low prices of the
Common Stock as reported on the Over-the-Counter Electronic Bulletin Board on
November 15, 1999.
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INCORPORATION OF EARLIER
FORM S-8 REGISTRATION STATEMENT
THE COMPANY IS REGISTERING AN ADDITIONAL 200,000 SHARES OF ITS COMMON STOCK IN
RESPECT TO ITS AMENDED AND RESTATED DIRECTOR AND EMPLOYEE STOCK PURCHASE PLAN,
FORMERLY CALLED THE EMPLOYEE STOCK PURCHASE PLAN. THESE SECURITIES ARE OF THE
SAME CLASS AS THOSE FOR WHICH A REGISTRATION STATEMENT ON FORM S-8, FILE NUMBER
333-17151, WAS PREVIOUSLY FILED WITH COMMISSION. ACCORDINGLY, THE CONTENTS OF
THE COMPANY'S FORM S-8 REGISTRATION STATEMENT, FILE NUMBER 333-17151, ARE
INCORPORATED BY REFERENCE, AS PERMITTED BY GENERAL INSTRUCTION E TO USE OF FORM
S-8. INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT THAT WAS NOT CONTAINED
IN THE COMPANY'S EARLIER REGISTRATION STATEMENT, FILE NUMBER 333-17151, IS SET
FORTH HEREIN.
------------------------------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ONLY INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT THAT WAS NOT
CONTAINED IN THE COMPANY'S FORM S-8 REGISTRATION STATEMENT, FILE NUMBER
333-17151, IS SET FORTH BELOW. ALL OTHER INFORMATION IS INCORPORATED BY
REFERENCE TO THE COMPANY'S FORM S-8 REGISTRATION STATEMENT, FILE NUMBER
333-17151.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1998.
(b) All reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended ("Exchange Act"), since the
end of the fiscal year covered by the Form 10-K referred to in clause (a) above.
(c) The description of the Common Stock of the Company contained in the
Company's registration statement on Form 8-A filed on April 30, 1993.
(d) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and 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.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:
Number Exhibit
4.1* Articles of Incorporation of Capital Holdings, Inc.
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4.2** Amendment to Articles of Incorporation of Capital Holdings,
Inc.
5 Opinion of Werner & Blank Co., L.P.A. as to the legality of
the securities
23.1 Consent of Werner & Blank Co., L.P.A.
(contained in the opinion included as Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney
* Incorporated by reference to the Registrant's filing on Form S-1 (File No.
33-46573) Registration Statement, as amended.
** Incorporated by reference to the Registrant's filing on Form S-3 (File No.
333-85837) Registration Statement, as amended.
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SIGNATURES
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 November 12, 1999.
By: /s/ John S. Szuch
------------------------------
John S. Szuch
Chairman and Chief Executive
Officer
(Duly Authorized Representative)
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.
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SIGNATURE TITLE DATE
/s/ John S. Szuch
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John S. Szuch Chairman of the Board of Directors, November 12, 1999
Chief Executive Officer and Director
/s/ David L. Mead (Principal Executive Officer)
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David L. Mead Senior Vice President and November 12, 1999
Chief Financial Officer
(Principal Financial and Accounting
/s/ Robert A. Sullivan Officer)
-------------------------
Robert A. Sullivan President, Chief Operating Officer, November 12, 1999
Secretary and Director
/s/ Bruce K. Lee
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Bruce K. Lee Executive Vice President and Director November 12, 1999
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Directors*
George A. Isaac, III
W. Geoffrey Lyden, III
James D. Sayre
James M. Appold
David P. Bennett
Yale M. Feniger
Harley J. Kripke
Thomas W. Noe
Michael C. Landin
Ronald R. Langenderfer
Noel S. Romanoff
Scott J. Savage
* for each of the above directors pursuant to power of attorney filed with this
Registration Statement.
By: /s/ John S. Szuch November 12, 1999
----------------------------------- -----------------------
(pursuant to power of attorney) Date
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EXHIBIT INDEX
4.1* Articles of Incorporation of Capital Holdings, Inc.
4.2** Amendment to Articles of Incorporation of Capital Holdings,
Inc.
5 Opinion of Werner & Blank Co., L.P.A. as to the legality of
the securities
23.1 Consent of Werner & Blank Co., L.P.A.
(contained in the opinion included as Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney
* Incorporated by reference to the Registrant's filing on Form S-1 (File No.
33-46573) Registration Statement, as amended.
**Incorporated by reference to the Registrant's filing on Form S-3 (File No.
333-85837) Registration Statement, as amended.
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EXHIBIT 5
November 12, 1999
Capital Holdings, Inc.
5520 Monroe Street
Sylvania, Ohio 43560
Re: Amended and Restated Director and Employee Stock Purchase Plan - Issuance
of Shares
Gentlemen:
This letter is written in connection with the Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), for the purpose of registering an additional
200,000 shares (the "Shares") of common stock, no par value (the "Common
Stock"), of Capital Holdings, Inc. (the "Company"), to be offered and sold
pursuant to the Company's Amended and Restated Director and Employee Stock
Purchase Plan (the "Plan").
For purposes of rendering the opinion expressed below, I have examined
and relied upon originals, or copies certified to my satisfaction, of such
records, documents, certificates of public officials and officers of the
Company, and other documents and instruments as I have deemed appropriate.
In conducting my examination, I have assumed, without investigation,
the genuineness of all signatures, the correctness of all certificates, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such copies, and the accuracy
and completeness of all records made available to me by the Company. In
rendering my opinion below, I have assumed, without investigation, that any
certificate or other document on which I have relied that was given or dated
earlier than the date of this letter continued to remain accurate insofar as
relevant to such opinion, from such earlier date through and including the date
of this letter. In addition, I have assumed, without investigation, the accuracy
of the representations and statements as to factual matters made in the
Registration Statement and in the prospectus to be delivered to each shareholder
and employee of the Company participating in the Plan (the "Prospectus"), and
the accuracy of representations and statements as to factual matters made by the
officers and employees of the Company and public officials.
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Capital Holdings, Inc.
November 12, 1999
Page 2
The opinion expressed below is subject, without investigation, to the
following assumptions:
A. The Registration Statement will become automatically effective on
the day of the filing thereof with the Commission pursuant to Rule 462 under the
Securities Act, and, together with any subsequent amendments thereto, will
continue to remain effective under the Securities Act, throughout all periods
relevant to the opinion expressed below.
B. The Prospectus will fulfill, and, together with any subsequent
amendments or supplements thereto, will continue to fulfill all of the
requirements of the Securities Act, throughout all periods relevant to the
opinion expressed below.
C. The resolutions of the board of directors authorizing the adoption
of the Plan, the amendments to the Plan, and the offer, sale and issuance of the
Shares pursuant to the Plan, (the "Authorizing Resolutions") will not be revoked
or rescinded, and no amendment, modification, or other alteration of the
Authorizing Resolutions will cause such resolutions, as amended, to deviate
materially in substance from the provisions of the Authorizing Resolutions as in
effect on the date hereof.
D. All offers, sales and issuances of the Shares will be made in a
manner (i) which complies with the terms, provisions and conditions described in
the Prospectus and any amendments or supplements to the Prospectus, and (ii)
which is within the scope of the Authorizing Resolutions.
E. All offers, sales and issuances of the Shares will be made in
accordance with the terms, provisions, and conditions of the Plan.
F. All offers, sales and issuances of the Shares will comply with the
securities laws of the states having jurisdiction thereover.
G. At all times relevant to the opinion set forth below, the Company
has been and will remain in good standing in Ohio and in each foreign
jurisdiction where qualification is required.
H. No subsequent amendment, modification or other alteration of the
Plan, the Prospectus or the Registration Statement will cause the terms,
provisions and conditions relating to the offer, sale and issuance of the Shares
pursuant thereto to deviate materially in substance from said terms, provisions
and conditions as described therein on the date hereof.
The opinion expressed below is subject to the following qualifications:
(a) The opinion expressed below is limited to the matters expressly set
forth in this opinion letter, and no opinion is to be implied or may be inferred
beyond the matters expressly so stated.
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Capital Holdings, Inc.
November 12, 1999
Page 3
(b) I disclaim any obligation to update this opinion letter for events
occurring after the date of this opinion letter.
(c) The opinion expressed below is limited to the effect of the General
Corporation Law of the State of Ohio; accordingly, no opinion is expressed with
respect to the laws of any other jurisdiction, or the effect thereof, on the
offer, sale or issuance of the Shares.
Based upon and subject to the foregoing, I am of the opinion that the
Shares, when issued, will be validly issued, fully paid and nonassessable.
* * *
I hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement. This opinion letter is rendered solely for your
benefit in connection with the Registration Statement. Except as provided in
this opinion letter, without my prior written consent, this opinion letter may
not be: (i) relied upon by any other person or for any other purpose; (ii)
quoted in whole or in part or otherwise referred to in any report or document;
or (iii) furnished (the original or copies thereof) to any other person.
Sincerely,
/s/ Werner & Blank Co., L.P.A.
Werner & Blank Co., L.P.A.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statement
(Form S-8) pertaining to the Capital Holdings, Inc. Amended and Restated
Director and Employee Stock Purchase Plan of our report dated January 15, 1999
with respect to the consolidated financial statements and schedules of Capital
Holdings, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young, LLP
Ernst & Young, LLP
Detroit, Michigan
November 12, 1999
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EXHIBIT 24
POWER 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 sold under the Capital Holdings, Inc. Amended and Restated
Director and 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 9th day of November, 1999.
/s/ James M. Appold
- ------------------------------ Director
James M. Appold
/s/ David P. Bennett
- ------------------------------ Director
David P. Bennett
/s/ Yale M. Feniger
- ------------------------------ Director
Yale M. Feniger
/s/ George A. Isaac, III
- ------------------------------ Director
George A. Isaac, III
/s/ Harley J. Kripke
- ------------------------------ Director
Harley J. Kripke
/s/ Michael C. Landin
- ------------------------------ Director
Michael C. Landin
/s/ Ronald R. Langenderfer
- ------------------------------ Director
Ronald R. Langenderfer
- ------------------------------ 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/ Scott J. Savage
- ------------------------------ Director
Scott J. Savage
/s/ James D. Sayre
- ------------------------------ Director
James D. Sayre
