As filed with the Securities and Exchange Commission on April 2, 1998
Registration No. 333-________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LAW COMPANIES GROUP, INC.
(Exact name of issuer as specified in its charter)
GEORGIA 58-0537111
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
114 Townpark Drive
Suite 500
Kennesaw, Georgia 30144
(Address of principal executive office)
LAW COMPANIES GROUP, INC.
1990 STOCK OPTION PLAN
(Full title of the plan)
Ashley M. Hodges, Esq.
Law Companies Group, Inc.
114 Townpark Drive
Suite 150
Kennesaw, Georgia 30144
(770) 421-3400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
Lizanne Thomas, Esq.
Jones, Day, Reavis & Pogue
3500 SunTrust Plaza
303 Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================== =================== ===================== ===================== ====================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee(1)
=============================== =================== ===================== ===================== ====================
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 125,000 shares $17.40 $2,175,000 $641.63
- ------------------------------- ------------------- --------------------- --------------------- --------------------
</TABLE>
(1) Pursuant to Rule 457(h), the maximum aggregate offering price and
registration fee have been computed as follows: (a) the price per share of the
Common Stock of Law Companies Group, Inc. has been based on the appraised value
of such securities computed as of February 15, 1998, the latest practicable
date, as there is no market for the securities to be offered as contemplated by
Rule 457(c). As permitted by Instruction E to Form S-8, the filing fee is paid
only with respect to the additional securities registered hereby.
<PAGE>
EXPLANATORY NOTE
The purpose of this Registration Statement is to register an additional amount
of Law Companies Group, Inc. (the "Company") Common Stock, par value $1.00,
relating to the Company's 1990 Stock Option Plan. In accordance with General
Instruction E of Form S-8, the information contained in the Registration
Statements on Form S-8 (No. 33-46702), Form S-8 (No. 33-48096) and Form S-8
(33-99114) is incorporated herein by reference.
Item 8. Exhibits.
4 Second Amendment to the Law Companies Group, Inc. 1990 Stock Option
Plan
5 Opinion of Jones, Day, Reavis & Pogue (with respect to the legality of
the securities being registered)
23(a) Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)
23(b) Consent of Ernst & Young LLP, independent auditors
24 Power of Attorney (included at page 2 of this Registration Statement)
<PAGE>
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 this Registration Statement 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 Kennesaw, State of
Georgia, on this 20th day of February, 1998.
LAW COMPANIES GROUP, INC.
By:/s/ Bruce C.Coles
-------------------------------------
Name: Bruce C. Coles
Title: Chairman of the Board of
Directors, President, and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bruce C. Coles and Ashley M. Hodges,
jointly and severally, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and in his 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 exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
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 date indicated:
<TABLE>
<CAPTION>
======================================== ===================================== =====================================
Signature Title Date
======================================== ===================================== =====================================
<S> <C> <C>
/s/ Bruce C. Coles Chairman of the Board of Directors, February 20, 1998
- --------------------------------------- President and Chief Executive
Bruce C. Coles Officer
/s/ Robert B. Fooshee Executive Vice President, Chief February 20, 1998
- ------------------------------------ Financial Officer, Treasurer and
Robert B. Fooshee Director
/s/ Kendall H. Sherrill Controller February 20, 1998
- ------------------------------------
Kendall H. Sherrill
/s/ Frank B. Lockridge Director February 20, 1998
- ------------------------------------
Frank B. Lockridge
/s/ Clay E. Sams Director February 20, 1998
- ------------------------------------
Clay E. Sams
<PAGE>
/s/ Walter T. Kiser Director February 20, 1998
- ------------------------------------
Walter T. Kiser
/s/ John Y Williams Director February 20, 1998
- ------------------------------------
John Y. Williams
/s/ Virgil R. Williams Director February 20, 1998
- ------------------------------------
Virgil R. Williams
/s/ James M. Williams, Jr. Director February 20, 1998
- ------------------------------------
James M. Williams, Jr.
/s/ Thomas D. Moreland Director February 20, 1998
- ------------------------------------
Thomas D. Moreland
/s/ Joe A. Mason Director February 20, 1998
- ------------------------------------
Joe A. Mason
/s/ Michael D. Williams Director February 20, 1998
- ------------------------------------
Michael D. Williams
/s/ Steven Muller Director February 20, 1998
- ------------------------------------
Steven Muller
/s/ Petter D. Brettel Director February 20, 1998
- ------------------------------------
Peter D. Brettel
</TABLE>
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Page
<S> <C> <C>
4 Second Amendment to the Law Companies Group, Inc. 1990 Stock Option Plan 5
5 Opinion of Jones, Day, Reavis & Pogue (with respect to the legality of the securities 7
being registered
23(a) Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)
23(b) Consent of Ernst & Young LLP, independent auditors 8
24 Power of Attorney (included at page 2 of this Registration Statement)
</TABLE>
EXHIBIT 4
SECOND AMENDMENT
TO THE
LAW COMPANIES GROUP, INC.
1990 STOCK OPTION PLAN
THIS SECOND AMENDMENT to the Law Companies Group, Inc. 1990
Stock Option Plan (the "Plan") made this 6th day of May, 1997, by Law Companies
Group, Inc. (the "Company").
W I T N E S S E T H :
WHEREAS, the Company maintains the Plan to advance the interests of the
Company and its shareholders by affording key officers and employees an
opportunity to acquire or increase their proprietary interests in the Company by
granting such persons options to purchase stock in the Company, and
WHEREAS, pursuant to Article X of the Plan, the Board of Directors, upon
recommendation of the Compensation Committee, may amend the Plan with the
approval of the shareholders of the Company; and
WHEREAS, the Company wishes to amend the Plan at this time for the purpose
of increasing the maximum number of shares of the Company's Common Stock that
may be issued and sold under the Plan; and
WHEREAS, the Board of Directors of the Company and the shareholders of the
Company have approved such amendment of the Plan:
NOW, THEREFORE, the Plan is hereby amended as follows:
I.
Section 5.1 of the Plan is amended by deleting the first sentence and
inserting in its place the following:
"5.1 Number. Except as provided in Section 5.2, and subject to adjustment
in Section 5.3, the total number of shares of Stock reserved for Options
and subject to issuance under the Plan may not exceed 500,000 shares of
Stock."
<PAGE>
II.
All other provisions of the Plan not inconsistent herewith are confirmed
and ratified.
IN WITNESS WHEREOF, this Second Amendment has been executed on the day and
year first above written.
COMPANY:
LAW COMPANIES GROUP, INC.
By:/s/ Bruce C. Coles
---------------------------------
Name: Bruce C. Coles
Title: President and CEO
EXHIBIT 5
[LETTERHEAD OF JONES, DAY, REAVIS & POGUE]
April 2, 1998
Law Companies Group, Inc.
114 Townpark Drive
Suite 500
Kennesaw, Georgia 30144
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Law Companies Group, Inc., a Georgia
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-8, of 125,000 shares (the "Shares") of the Company's Common Stock, par value
$1.00 per share, pursuant to the Company's 1990 Stock Option Plan (the "Plan").
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of rendering this opinion. Based upon and subject
to the foregoing, we are of the opinion that the Shares will be, when issued in
accordance with the Plan at not less than the par value of the Shares, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Company's Registration Statement on Form S-8.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
JONES, DAY, REAVIS & POGUE
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 filed on or about April 1, 1998) pertaining to the Stock Option Plan of Law
Companies Group, Inc. of our report dated March 26, 1998, with respect to the
consolidated financial statements and schedule of Law Companies Group, Inc.
included in the Annual Report (Form 10-K) for the year ended December 31, 1997
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
March 30, 1998
