AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26,
1997
REGISTRATION
NO. 333-35447
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STANDARD MANAGEMENT CORPORATION
(Exact name of Registrant as specified in its charter)
INDIANA 35-1773567
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
9100 KEYSTONE CROSSING 46240
INDIANAPOLIS, INDIANA (Zip Code)
(Address of Principle Executive
Offices)
STANDARD MANAGEMENT CORPORATION
AMENDED AND RESTATED 1992 STOCK OPTION PLAN
(Full Title of the Plan)
STEPHEN M. COONS COPIES TO:
STANDARD MANAGEMENT CORPORATION JOHN M. O'HARE
9100 KEYSTONE CROSSING SIDLEY & AUSTIN
INDIANAPOLIS, INDIANA 46240 ONE FIRST NATIONAL PLAZA
(317) 574-6200 CHICAGO, ILLINOIS 60603
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
___________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to Amount to be Registered Proposed Maximum Proposed Maximum Amount of Registration
be Registered Offering Price Per Aggregate Offering Fee
Share Price
<S> <C> <C> <C>
Common Stock, without 1,000,000 shares{ (1)} $4.875, $6.8125{ (2)} $6,777,345{ (2)} $2,054
par value
</TABLE>
(1) This registration statement also covers an additional and indeterminate
number of shares as may become issuable because of the provisions of the Plan
relating to adjustments for changes resulting from stock dividends, stock
splits and similar changes.
(2) Estimated solely for the purpose of calculating the registration fee
required by Section 6(b) of the Securities Act, pursuant to Rule 457(c)
thereunder, based on (i) as to options to purchase 18,145 shares of Common
Stock, a $4.875 purchase price per share, and (ii) as to 981,855 shares of
Common Stock, the average of the high and low prices of the Common Stock on
November 18, 1997, as reported in the consolidated reporting system.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Standard Management Corporation (the
"Company") are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K, as amended by the
Company's Annual Reports on Form 10-K/A No. 1 and Form 10-K/A No. 2 for the
year ended December 31, 1996;
(b) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997, as amended by the Company's Quarterly
Reports on Form 10-Q/A No. 1 for the quarters ended March 31, 1997, and June
30, respectively, and the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997;
(c) the Company's Current Report on Form 8-K dated January 22,
1997, the Company's Current Report on Form 8-K dated January 24, 1997, as
amended by the Company's Current Reports on Form 8-K/A filed February 19, 1997,
April 10, 1997, May 20, 1997 and August 29, 1997, the Company's Current Report
on Form 8-K dated February 17, 1997, the Company's Current Report on Form 8-K
dated October 8, 1997 and the Company's Current Report on Form 8-K dated
October 29, 1997; and
(d) the description of the common stock, without par value, of
the Company (the "Common Stock") contained in the Registration Statement on
Form 8-A filed by the Company with the Commission on November 20, 1992,
including any amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (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, are deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document 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
Incorporated Document 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Indiana Business Corporation Law permits an Indiana corporation
to indemnify its directors and officers from liability for their conduct if
such conduct was made in good faith with the reasonable belief that such
conduct was in the corporation's best interest. If the individual was not
acting in his or her official capacity with the corporation, then
indemnification is permitted for good faith conduct made with the reasonable
belief that such conduct was at least not opposed to the best interest of the
corporation. Unless limited by its articles of incorporation, a corporation
must indemnify a director or officer, who is wholly successful in the defense
of any proceeding to which the director or officer is a party by virtue of
being a director or officer of the corporation, against reasonable expenses
incurred in connection with the proceeding. Indemnification can be made in
advance of the final disposition of a proceeding if certain procedural
requirements are met. An Indiana corporation is permitted to purchase and
maintain insurance on behalf of directors and officers against liability
asserted against them in that capacity or arising from an individual's status
as a director or officer, whether or not the corporation would have power to
indemnify the individual against the same liability under the Indiana Business
Corporation Law. In addition, the stockholders of a corporation may approve
the inclusion of other or additional indemnification provisions in the articles
of incorporation or by-laws.
The Articles of Incorporation of the Company provide for the
indemnification of directors and officers against reasonable expenses actually
incurred, except in relation to any action in which it is finally adjudged that
the director or officer is liable for willful misconduct or recklessness in the
performance of corporate duties. In addition, indemnification is permitted for
amounts paid by directors or officers upon judgement and the reasonable costs
of settlement of any such action, if a majority of a disinterested committee of
the Company Board of Directors determines that such payment or settlement is in
the interest of the Company and that the director or officer to be reimbursed
did not engage in any act constituting willful misconduct or recklessness in
the performance of corporate duties.
The Bylaws of the Company provide for indemnification of
directors and officers to the fullest extent available under then applicable
law.
The Company has entered into separate indemnification agreements
with some of its directors that may require the Company, among other things, to
indemnify them against certain liabilities that may arise by reason of their
status of service as directors, to the maximum extent permitted under the
Indiana Business Corporation Law. Standard Life Insurance Company of Indiana,
a wholly-owned subsidiary of the Company ("Standard Life"), has entered into
separate indemnification agreements with each of its directors and each of the
directors of the Company, which agreements require Standard Life, among other
things, to indemnify such directors against certain liabilities that may arise
by reason of their status or service as directors to the maximum extent
permitted under Indiana law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
NUMBER DESCRIPTION OF EXHIBIT
4.1 Amended and Restated Articles of Incorporation of the Company, as
amended (incorporated by reference to the Company's Annual Report
on Form 10-K (File No. 0-20882) for the year ended December 31,
1995).
4.2 Amended and Restated Bylaws of the Company, as amended
(incorporated by reference to the Company's Registration Statement
on Form S-1 (Registration No. 33-53370) as filed with the
Commission on January 27, 1993 and to Exhibit 3 of the Company's
Quarterly Report on Form 10-Q (File No. 0-20882) for the quarter
ended September 30, 1994).
4.3 Standard Management Corporation Amended and Restated 1992 Stock
Option Plan (incorporated by reference to the Company's
Registration Statement on Form S-4 (Registration No. 333-35447) as
filed with the Commission on September 11, 1997.
4.4 Form of Senior Note Agreement Warrant (incorporated by reference to
the Company's Registration Statement on Form S-1 (Registration No.
33-53370) as filed with the Commission on January 27, 1993).
4.5 Form of Oppbridge Partners Warrant (incorporated by reference to
the Company's Registration Statement on Form S-1 (Registration No.
33-53370) as filed with the Commission on January 27, 1993).
4.6 Registration Rights Agreement, dated as of May 3, 1990 among the
Company, Howard T. Cohn and Joseph J. Piazza and the first
amendment thereto, dated June 4, 1990 (incorporated by reference to
the Company's Registration Statement on Form S-1 (Registration No.
33-53370) as filed with the Commission on January 27, 1993).
4.7 Amended and Restated Registration Rights Agreement dated as of
November 8, 1996 by and between the Company and Fleet National Bank
(incorporated by reference to the Company's Quarterly Report on
Form 10-Q (File No. 0-20882) for the quarter ended September 30,
1996).
4.8 Form of Fleet National Bank Warrant (incorporated by reference to
the Company's Quarterly Report on Form 10-Q (File No. 0-20882) for
the quarter ended September 30, 1996).
4.9 Form of President's Club Warrant (incorporated by reference to the
Company's Annual Report on Form 10-K (File No. 0-20882) for the
quarter ended December 31, 1995).
4.10 Registration Rights Agreement dated as of November 8, 1996 by and
between the Company and Great American Reserve Insurance Company
(incorporated by reference to the Company's Quarterly Report on
Form 10-Q (File No. 0-20882) for the quarter ended September 30,
1996).
4.11 Form of Sand Brothers & Company, Ltd. Warrant (incorporated by
reference to the Company's Annual Report on Form 10-K (File No. 0-
20882) for the year ended December 31, 1996).
*5.1 Opinion of Stephen M. Coons regarding the legality of the
securities being registered.
*23.1 Consent of Ernst & Young LLP.
*23.2 Consent of KPMG Audit.
*23.3 Consent of Stephen M. Coons (contained in Exhibit 5 hereto).
24 Powers of Attorney (included in the signature page of this
Registration Statement).
_____________________
* Filed herewith.
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, as amended (the "Securities 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; and notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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
Commission by the Registrant pursuant to Section 13 or 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, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
<PAGE>
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 Indianapolis, State of Indiana, on November 26,
1997.
STANDARD MANAGEMENT CORPORATION
By: RONALD D. HUNTER
Ronald D. Hunter
Chairman, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints Ronald D. Hunter and Stephen
M. Coons, and each or any of them, his true and lawful attorney-in-fact and
agent, 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 (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their 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 by the following persons in the
capacities indicated and on the dates indicated.
SIGNATURE TITLE DATE
RONALD D. HUNTER Chairman, President and Chief November 26, 1997
Ronald D. Hunter Executive Officer
PAUL B. PHEFFER Executive Vice President, November 26, 1997
Paul B. Pheffer Chief Financial Officer,
Treasurer and Director
(Principal Financial Officer)
GERALD R. HOCHGESANG Senior Vice President -- Finance November 26, 1997
Gerald R. Hochgesang (Principal Accounting Officer)
RAYMOND J. OHLSON Director November 26, 1997
Raymond J. Ohlson
EDWARD T. STAHL Director November 26, 1997
Edward T. Stahl
STEPHEN M. COONS Director November 26, 1997
Stephen M. Coons
* Director November 26, 1997
Martial R. Knieser
* Director November 26, 1997
Ramesh H. Bhat
* Director November 26, 1997
James C. Lanshe
* Director November 26, 1997
Robert A. Borns
* By RONALD D. HUNTER
Ronald D. Hunter
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit
NUMBER DESCRIPTION OF EXHIBIT
4.1 Amended and Restated Articles of Incorporation of the Company, as
amended (incorporated by reference to the Company's Annual Report
on Form 10-K (File No. 0-20882) for the year ended December 31,
1995).
4.2 Amended and Restated Bylaws of the Company, as amended
(incorporated by reference to the Company's Registration Statement
on Form S-1 (Registration No. 33-53370) as filed with the
Commission on January 27, 1993 and to Exhibit 3 of the Company's
Quarterly Report on Form 10-Q (File No. 0-20882) for the quarter
ended September 30, 1994).
4.3 Standard Management Corporation Amended and Restated 1992 Stock
Option Plan (incorporated by reference to the Company's
Registration Statement on Form S-4 (Registration No. 333-35447) as
filed with the Commission on September 11, 1997.
4.4 Form of Senior Note Agreement Warrant (incorporated by reference to
the Company's Registration Statement on Form S-1 (Registration No.
33-53370) as filed with the Commission on January 27, 1993).
4.5 Form of Oppbridge Partners Warrant (incorporated by reference to
the Company's Registration Statement on Form S-1 (Registration No.
33-53370) as filed with the Commission on January 27, 1993).
4.6 Registration Rights Agreement, dated as of May 3, 1990 among the
Company, Howard T. Cohn and Joseph J. Piazza and the first
amendment thereto, dated June 4, 1990 (incorporated by reference to
the Company's Registration Statement on Form S-1 (Registration No.
33-53370) as filed with the Commission on January 27, 1993).
4.7 Amended and Restated Registration Rights Agreement dated as of
November 8, 1996 by and between the Company and Fleet National Bank
(incorporated by reference to the Company's Quarterly Report on
Form 10-Q (File No. 0-20882) for the quarter ended September 30,
1996).
4.8 Form of Fleet National Bank Warrant (incorporated by reference to
the Company's Quarterly Report on Form 10-Q (File No. 0-20882) for
the quarter ended September 30, 1996).
4.9 Form of President's Club Warrant (incorporated by reference to the
Company's Annual Report on Form 10-K (File No. 0-20882) for the
quarter ended December 31, 1995).
4.10 Registration Rights Agreement dated as of November 8, 1996 by and
between the Company and Great American Reserve Insurance Company
(incorporated by reference to the Company's Quarterly Report on
Form 10Q (File No. 0-20882) for the quarter ended September 30,
1996).
4.11 Form of Sand Brothers & Company, Ltd. Warrant (incorporated by
reference to the Company's Annual Report on Form 10-K (File No. 0-
20882) for the year ended December 31, 1996).
*5.1 Opinion of Stephen M. Coons regarding the legality of the
securities being registered.
*23.1 Consent of Ernst & Young LLP.
*23.2 Consent of KPMG Audit.
*23.3 Consent of Stephen M. Coons (contained in Exhibit 5 hereto).
24 Powers of Attorney (included in the signature page of this
Registration Statement).
_____________________
* Filed herewith.
Standard Management Corp.
May 22, 1995
Page 1
November 26, 1997
Standard Management Corporation
9100 Keystone Crossing
Indianapolis, Indiana 46240
RE: 1,000,000 SHARES OF COMMON STOCK, NO PAR VALUE
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-8 (the "Registration
Statement") being filed by Standard Management Corporation, an Indiana
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of 1,000,000 additional shares of Common Stock, no par value (the
"Additional Shares"), of the Company issuable upon the exercise of stock
options granted under the Amended and Restated 1992 Stock Option Plan (the
"Plan").
I am familiar with the proceedings to date with respect to the proposed
issuance of the Additional Shares under the Plan and have examined such
records, documents and questions of law, and satisfied myself as to such
matters of fact, as I have considered relevant and necessary as a basis for
this opinion.
Based on the foregoing, I am of the opinion that:
1. The Company is duly incorporated and validly existing under the laws
of the State of Indiana.
2. The Additional Shares will be legally issued, fully paid and non-
assessable when (i) the Registration Statement shall have become effective
under the Securities Act; (ii) the Company's Board of Directors or a duly
authorized committee thereof shall have duly adopted final resolutions
authorizing the issuance and sale of the Additional Shares as contemplated by
the Plan; and (iii) certificates representing the Additional Shares shall have
been duly executed, countersigned and registered and duly delivered upon
payment of the agreed consideration therefor in accordance with the terms of
the Plan.
This opinion is limited to the Business Corporation Law of the State of
Indiana.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to me included in or made a part
of the Registration Statement or related prospectus.
Sincerely yours,
STEPHEN M. COONS
Stephen M. Coons
General Counsel
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Amended and Restated 1992 Stock Option Plan of
Standard Management Corporation of our report dated March 18, 1997, except
for Note 20, as to which the date is August 21, 1997, with respect to
the consolidated financial statements and schedules of Standard Management
Corporation included in its Annual Report on Form 10-K/A No. 2 for the year
ended December 31, 1996, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Indianapolis, Indiana
November 26, 1997
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Amended and Restated 1992 Stock Option Plan of
Standard Management Corporation of our report dated March 12, 1997, with
respect to the consolidated financial statements of Standard Management
International S.A. included in the Annual Report on Form 10-K/A No. 2 for
the year ended December 31, 1996 of Standard Management Corporation, filed
with the Securities and Exchange Commission.
KPMG AUDIT
Luxembourg
November 26, 1997
