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As filed with the Securities and Exchange Commission on August 1, 1996
Registration No. 33-99164
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
Post-Effective Amendment No. 2
TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ON FORM S-8
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DELPHI FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 6719 13-3427277
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification No.)
Organization)
DELPHI FINANCIAL GROUP, INC.
1105 North Market Street
Suite 1230
P.O. Box 8985
Wilmington, Delaware 19899
(302) 478-5142
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
Robert Rosenkranz
Chairman of the Board,
President and Chief Executive Officer
DELPHI FINANCIAL GROUP, INC.
1105 North Market Street
Suite 1230
P.O Box 8985
Wilmington, Delaware 19899
(302) 478-5142
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Chad Coulter, Esq.
Reliance Standard Life Insurance Company
2501 Parkway
Philadelphia, PA 19130
(215) 787-4000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Per Aggregate Offering Amount of
Securities to be Registered Registered Unit Price Registration Fee
<S> <C> <C> <C> <C>
Class A Common Stock, $.01 par value 1,367,755 Not Applicable Not Applicable (1)
<FN>
(1) The registrant previously paid $10,707 with the original filing on
November 9, 1995 to register 4,400,000 shares of Class A Common Stock of
the registrant, including the 1,367,755 shares which may be issued pursuant
to SIG Holdings, Inc. 1992 Long Term Incentive Plan.
</TABLE>
This amendment shall become effective with the provisions of Rule 464
promulgated under the Securities Act of 1933.
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The undersigned registrant hereby files this post-effective
amendment (the "Registration Statement") to register on Form S-8
shares of Class A Common Stock, $.01 par value (the "Class A Common
Stock"), of Delphi Financial Group, Inc. (hereinafter the "Company" or
the "Registrant") previously registered on Form S-4 (File
No. 33-99164) for issuance pursuant to options granted under the SIG
Holdings, Inc. 1992 Long Term Incentive Plan (the "Plan"), pursuant to
the terms and conditions of the Agreement and Plan of Merger, dated
October 5, 1995, among the Company, SIG Holdings, Inc. and SIG
Holdings Acquisition Corp. (the merger contemplated thereby having
been consummated on March 5, 1996).
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I
of this Registration Statement, which together constitute the
prospectus to be used for offers of up to 1,367,755 shares of Class A
Common Stock pursuant to the Plan, will be sent or given to employees
and non-employee directors as specified by Rule 428(b)(1). Such
documents are not required to be and are not filed with the Securities
and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933,
as amended (the "Securities Act").
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents filed by the Company with the
Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated herein by reference:
(a) The Company's Report on Form 10-K for the year ended
December 31, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended
March 31, 1996.
(c) The description of the Company's Class A Common Stock
in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Registration No. 33-32827) filed
with the Commission on January 25, 1990.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
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hereof 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 remaining unsold, shall be deemed to be
incorporated by reference herein and made a part hereof from the date
any such document is filed. The information relating to the Company
contained in this Registration Statement does not purport to be
complete and should be read together with the information in the
documents incorporated by reference herein. Any statement contained
herein or in a document incorporated herein by reference shall be
deemed to be modified or superseded for purposes hereof to the extent
that a subsequent statement contained herein or in any other
subsequently filed document 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 hereof.
Where any document or part thereof is incorporated by
reference in the Registration Statement, the Company will provide
without charge to each person to whom a Prospectus with respect to the
Plan is delivered, upon written or oral request of such person, a copy
of any and all of the information incorporated by reference in the
Registration Statement, excluding exhibits unless such exhibits are
specifically incorporated by reference.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Registrant is a Delaware corporation. Section 145 of
the Delaware General Corporation Law (the "DGCL") provides that a
Delaware corporation has the power to indemnify its officers and
directors in certain circumstances.
Subsection (a) of Section 145 of the DGCL ("Section 145")
empowers a corporation to indemnify any director or officer, or former
director or officer, who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by
reason of his service as director, officer, employee or agent of the
corporation, or his service, at the corporation's request, as a
director, officer, employee or agent of another corporation or
enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding provided that such
director or officer acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding,
provided that such director or officer had no reasonable cause to
believe his conduct was unlawful.
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<PAGE>
Subsection (b) of Section 145 empowers a corporation to
indemnify any director or officer, or former director or officer, who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the
fact that such person acted in any of the capacities set forth above,
against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action
or suit provided that such director or officer acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be
made in respect of any claim, issue or matter as to which such
director or officer shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery
or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such director or officer is
fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
Section 145 further provides that to the extent a director
or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) or (b)
thereof or in the defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith;
provided that indemnification provided for by Section 145 or granted
pursuant thereto shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; and empowers the
corporation to purchase and maintain insurance on behalf of a director
or officer of the corporation against any liability asserted against
him or incurred by him in any such capacity or arising out of his
status as such whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145.
In addition, Section 102(b)(7) of the DGCL permits Delaware
corporations to include a provision in their certificates of
incorporation eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that such
provisions shall not eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing
violation of law, (iii) for unlawful payment of dividends or other
unlawful distributions, or (iv) for any transactions from which the
director derived an improper personal benefit.
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<PAGE>
Article Eight of the Registrant's Restated Certificate of
Incorporation provides that directors of the Registrant will not be
personally liable for monetary damages for breach of a director's
fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Registrant or its
shareholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
for unlawful payment of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal
benefit.
ITEM 8. EXHIBITS.
--------
See Exhibit Index located at page 9 hereof.
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;
(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;
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall not 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.
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<PAGE>
(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 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.
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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 New York,
State of New York, on the 31st day of July, 1996.
DELPHI FINANCIAL GROUP, INC.
By: /s/ Robert Rosenkranz
----------------------
Robert Rosenkranz
Chairman of the Board, President
and Chief Executive Officer
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<PAGE>
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ Robert Rosenkranz Chairman of the Board, July 31, 1996
---------------------
Robert Rosenkranz President, Chief
Executive Officer and
Director
* Director July 31, 1996
--------------------
Edward A. Fox
* Director July 31, 1996
--------------------
Thomas L. Rhodes
* Director July 31, 1996
-------------------
Charles P. O'Brien
* Director July 31, 1996
-------------------
Lewis S. Ranieri
* Director and Vice President July 31, 1996
-------------------
Robert M. Smith
* Director July 31, 1996
------------------
Thomas A. Sullivan
By: /s/ Robert Rosenkranz July 31, 1996
-------------------------
Robert Rosenkranz
Attorney-in-fact
* Robert Rosenkranz, by signing his name hereto, does sign this
document on behalf of the persons named above, pursuant to a power of
attorney duly executed by such persons and previously filed.
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EXHIBIT INDEX
-------------
EXHIBIT
NO. DESCRIPTION OF DOCUMENT PAGE
--- ----------------------- ----
5.1 Opinion of Weil, Gotshal & Manges LLP (1) . . . . . . . . . . .
23.1 Consent of Ernst & Young LLP (1) . . . . . . . . . . . . . . .
23.2 Consent of Weil, Gotshal & Manges LLP
(contained in Exhibit 5.1) . . . . . . . . . . . . .
24.1 Power of Attorney (2) . . . . . . . . . . . . . . . . . . . . .
-----------
(1) Filed herewith.
(2) Previously filed.
NYFS07...:\59\40959\0007\1703\FRM7306L.460
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Exhibit 5.1
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WEIL, GOTSHAL & MANGES LLP
A Limited Liabilty Partnership Including Professional Corporations
767 Fifth Avenue New York, NY 10153-0119
(212) 310-8000
Fax: (212) 310-8007
August 1, 1996
Delphi Financial Group, Inc.
1105 North Market Street
Suite 1230
Wilmington, Delaware 19899
Gentlemen:
We have acted as counsel to Delphi Financial Group, Inc., a
Delaware corporation (the "Company"), in connection with the
preparation of the Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company with the Securities and
Exchange Commission on the date hereof with respect to shares of Class
A Common Stock, $.01 par value (the "Class A Common Stock"), of the
Company previously registered on Form S-4 (File No. 33-99164). Such
Class A Common Stock will be issued pursuant to options granted under
the SIG Holdings, Inc. 1992 Long Term Incentive Plan (the "Plan")
pursuant to and in accordance with the terms and conditions of the
Agreement and Plan of Merger, dated October 5, 1995, among the
Company, SIG Holdings, Inc. and SIG Holdings Acquisition Corp.
In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the
Registration Statement and such corporate records, agreements,
documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of
the Company, and have made such inquiries of such officers and
representatives, as we have deemed relevant and necessary as a basis
for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of documents submitted
to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to all questions of fact
material to this opinion that have not been independently established,
we have relied upon certificates or
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Delphi Financial Group, Inc.
August 1, 1996
Page
comparable documents of officers and representatives of the Company.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that the Class A Common Stock to
be issued upon the exercise of any stock options duly granted pursuant
to the Plan have been duly authorized and, when issued, paid for and
delivered upon the exercise of such options in accordance with the
Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of a copy of this opinion
with the Securities and Exchange Commission as an exhibit to the
Registration Statement.
The opinions herein are limited to the corporate laws of the
State of Delaware and the federal laws of the United States, and we
express no opinion as to the effect on the matters covered by this
letter of the laws of any other jurisdiction.
The opinion expressed herein is rendered solely for your
benefit in connection with the transaction described herein. Except
as otherwise provided herein, this opinion may not be used or relied
upon by any other person nor may this letter or any copies thereof be
furnished to a third party, filed with a governmental agency, quoted,
cited or otherwise referred to without our prior written consent.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
Weil, Gotshal & Manges LLP
NYFS07...:\59\40959\0007\1703\OPN5316V.01A
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Exhibit 23.1
------------
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-99164 pertaining to the SIG Holdings, Inc.
1992 Long Term Incentive Plan) of Delphi Financial Group, Inc. of our
report dated February 6, 1996 (except Note O, as to which the date is
March 5, 1996) with respect to the consolidated financial statements
and schedules of Delphi Financial Group, Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1995, filed with
the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Philadelphia, Pennsylvania
July 30, 1996
