As filed with the Securities and Exchange Commission on August 6, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DELPHI FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3427277
- ---------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1105 North Market Street, Suite 1230, Wilmington, Delaware 19899
(Address of Principal Executive Offices) (Zip Code)
Delphi Financial Group, Inc. Second Amended and Restated Employee
Nonqualified Stock Option Plan
(Full title of the plan)
Robert Rosenkranz
Chairman of the Board,
President and Chief Executive Officer
Delphi Financial Group, Inc.
1105 North Market Street, Suite 1230, Wilmington, Delaware 19899
(Name and address of agent for service)
(302) 478-5142
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Proposed
Title of Maximum Proposed Maximum
Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered Per Share Offering Price Registration Fee
- ------------- ---------- --------- -------------- ----------------
<S> <C> <C> <C> <C>
Class A Common Stock 771,120 $38.4375 (1) $29,639,925(1) $8,982
$0.01 par value shares
- ------------------------------------------------------------------------------------------------
</TABLE>
- ---------------
(1) Estimated solely for the purpose of calculating the registration fee,
computed pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended, on the basis of the average of the high and low
prices of a share of the Registrant's Class A Common Stock, $.01 par
value, as reported on the New York Stock Exchange on July 31, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Plan Information.*
Item 2. Registration Information and Employee Plan Annual Information.*
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents (or portions thereof) filed by Delphi
Financial Group, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended December 31,
1996, Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997 and
June 30, 1997 and Current Report on Form 8-K dated March 24, 1997.
(2) The description of the Company's Class A Common Stock contained in the
Company's Registration Statement on Form 8-A under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), filed on October 15, 1996.
- ---------------
* The information called for by Part I of Form S-8 is currently included
in the description of the Delphi Financial Group, Inc. Second Amended
and Restated Employee Nonqualified Stock Option Plan (the "Plan")
delivered to eligible employees under the Plan and is not being filed
with or included in this Form S-8 in accordance with Rule 428 under the
Securities Act of 1933, as amended, and the Note to Part I of Form S-8.
<PAGE>
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which reregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of the filing of such documents.
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 Company is a Delaware corporation. Reference is made to
Section 145 of the Delaware General Corporation Law (the "DGCL"), which provides
that a corporation may indemnify any person, including an officer or director,
who is, or is threatened to be made, party to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer,
director, employee, or agent of such corporation or is or was serving at the
request of such corporation as an officer, director, employee, or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided such officer, director, employee, or agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to criminal proceedings, had no
reasonable cause to believe that his conduct was unlawful. Section 145 provides
further that a Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation
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<PAGE>
under the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above or any claim therein,
the corporation must indemnify him against the expenses that such officer or
director actually and reasonably incurred. Article Eighth of the restated
certificate of incorporation of the Company provides for indemnification of its
officers and directors to the full extent permitted by the DGCL.
Article Eighth of the restated certificate of incorporation
also provides that directors of the Company 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
Company 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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
4.1 Second Amended and Restated Employee Nonqualified Stock Option
Plan
5.1 Opinion of Chad W. Coulter
23.1 Consent of Ernst & Young LLP
23.2 Consent of Chad W. Coulter (contained in his opinion filed as
Exhibit 5.1 hereto)
24.1 Powers of Attorney
Item 9. Undertakings.
-3-
<PAGE>
(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 this Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in
aggregate, represent a fundamental change in the
information set forth in this Registration Statement.
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% 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
this Registration Statement or any material change to
such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraph (a)(1)(i) and
(a)(1)(ii) do 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
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<PAGE>
to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference in this Registration Statement;
(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; and
(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 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 that is incorporated by reference in this
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.
(c) 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
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being
-5-
<PAGE>
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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<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 New York, State of New York on August 6, 1997.
DELPHI FINANCIAL GROUP, INC.
By: /S/ ROBERT ROSENKRANZ
-------------------------
Robert Rosenkranz
Chairman of the Board,
President and Chief
Executive Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <S> <C>
/S/ ROBERT ROSENKRANZ Director, Chairman of the Board, August 6, 1997
- ---------------------
Robert Rosenkranz President and Chief Executive Officer
(Principal Executive Officer)
* Director August 6, 1997
- ---------------------
Edward A. Fox
* Director August 6, 1997
- -------------------
Charles P. O'Brien
</TABLE>
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<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
* Director August 6, 1997
- ---------------------
Lewis S. Ranieri
* Director August 6, 1997
- ---------------------
Thomas L. Rhodes
* Director August 6, 1997
- ---------------------
Robert M. Smith, Jr.
* Director August 6, 1997
- ---------------------
Thomas A. Sullivan
/S/ JANE R. DUNLAP Vice President and Treasurer August 6, 1997
- ---------------------- (Principal Financial Officer
Jane R. Dunlap and Principal Accounting Officer)
* Director August 6, 1997
- -------------------
B. K. Warner
*By: /S/ ROBERT ROSENKRANZ
-----------------------
Robert Rosenkranz
Attorney-in-Fact
-8-
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT NO. EXHIBIT
- ----------- -------
4.1 Second Amended and Restated
Employee Nonqualified Stock
Option Plan of the Company
5.1 Opinion of Chad W. Coulter
23.1 Consent of Ernst & Young LLP
23.2 Consent of Chad W. Coulter (contained in his
opinion filed as Exhibit 5.1 hereto)
24.1 Powers of Attorney
Exhibit 4.1
Second Amended and Restated Employee
Nonqualified Stock Option Plan of the Company
<PAGE>
DELPHI FINANCIAL GROUP, INC.
SECOND AMENDED AND RESTATED
EMPLOYEE STOCK OPTION PLAN
--------------------------
INTRODUCTION
Delphi Financial Group, Inc. (the "Company") adopted the Delphi
Financial Group, Inc. Employee Nonqualified Stock Option Plan effective November
6, 1987, and amended and restated such plan effective January 1, 1994. Because,
under the terms of such plan, options could only be granted thereunder within a
period of ten years from when the plan was originally approved by the Company's
stockholders, the plan was, effective as of March 20, 1997 (subject to the
approval of the stockholders of the Company), further amended and restated to
readopt such plan, as well as to consolidate prior plan amendments and
adjustments, including, among other things, the adjustment to the number of
shares available for issuance thereunder that resulted from the twenty percent
(20%) stock dividend distributed by the Company on September 30, 1996, and to
effect certain further amendments. Such plan, as so amended and restated, is as
follows:
1. PURPOSE
-------
This Second Amended and Restated Employee Stock Option Plan
(the "Plan") is intended to be an incentive for employees of Delphi Financial
Group, Inc. (the "Company") or any of its subsidiary corporations (the
"Subsidiaries") as that term is defined in Section 424(f) of the Internal
Revenue Code of 1986, as amended from time to time (the "Code"), and other
Optionees (as herein defined) to share in future appreciation in the value of
the stock of the Company, and to encourage stock ownership by such individuals
in the Company, so that such individuals may acquire or increase a proprietary
interest in the success of the Company and its Subsidiaries, and so that they
may be encouraged to continue to provide services to the
<PAGE>
Company and its Subsidiaries. The Plan provides for the
issuance of nonqualified and incentive stock options within the meaning of
Section 422 of the Code (each, an "Option").
2. ADMINISTRATION
--------------
The Plan shall be administered by a committee appointed by the
Board of Directors of the Company (the "Committee"). The Committee shall consist
of not less than two members of the Company's Board of Directors. The Board of
Directors may from time to time remove members from, or add members to, the
Committee. Vacancies on the Committee, howsoever caused, shall be filled by the
Board of Directors. The Committee shall select one of its members as Chairman
and shall hold meetings at such times and places as it may determine. A majority
of the members of the Committee then constituting the entire Committee shall
constitute a quorum. Acts by a majority of the Committee at a meeting at which a
quorum is present, or acts reduced to or approved in writing by a majority of
the members of the Committee, shall be valid acts of the Committee. The
Committee shall from time to time in its discretion determine the individuals
who shall be granted Options and the number of Shares (as hereinafter defined)
to be subject thereto.
3. ELIGIBILITY
-----------
The persons who shall be eligible to receive Options (the
"Optionees") shall be the key employees (including officers whether or not they
are directors) of the Company or its Subsidiaries and other individuals who, in
the Committee's judgment, can make substantial contributions to the Company's
long-term profitability and value. An Optionee may be granted Options on more
than one occasion.
4. STOCK
-----
The stock subject to the Options shall be shares (the
"Shares") of the Company's authorized but unissued or reacquired Class A common
stock, par value $.01 per share. The ag
-2-
<PAGE>
gregate number of Shares as to which Options may be granted shall not exceed
1,980,000. The aggregate number of Shares as to which Options may be granted to
any person in any one calendar year shall not exceed 500,000. The limitations
established by the two immediately preceding sentences shall be subject to
adjustment as provided in Article 5(l) of the Plan. In the event that any
outstanding Option under the Plan for any reason expires, terminates or is
cancelled, the Shares allocable to the unexercised portion of such Option will
again be subject to Options thereafter awarded under the Plan.
5. TERMS AND CONDITIONS OF OPTIONS
-------------------------------
When the Committee grants Options to an Optionee, a Notice of
Grant of Stock Option (an "Option Notice") shall be given to such Optionee,
which notice shall comply with and be subject to the following terms and
conditions:
(a) NUMBER OF SHARES. Each Option Notice shall state the
number of Shares to which the Options pertain.
(b) INCENTIVE STOCK OPTIONS. The Option Notice for an Option
that is intended to qualify as an incentive stock option under Section 422 of
the Code shall state that the Option is intended to so qualify, and shall
contain such provisions as may be necessary for such Option to so qualify.
(c) OPTION PRICE. Each Option Notice shall state the Option
price per Share, which shall be 100% of the Fair Market Value of a Share on the
date of the grant of the Option (the "Option Price"). For purposes hereof, "Fair
Market Value" shall be the closing price on the applicable date of a Share, as
reported on the New York Stock Exchange (the "NYSE"), or, if the Shares are not
then listed for trading on the NYSE, the closing price of the Shares as reported
on another recognized securities exchange or on the NASDAQ National Market
System if the Shares shall then be listed on such exchange or system. If the
Shares did not trade on the award date on the NYSE or such other applicable
exchange or system, the Fair Market Value for purposes hereof shall be the
reported closing price on the last
-3-
<PAGE>
business day on which the Shares were traded preceding the award date.
(d) OPTION PRICE. The Option Notice may provide that the
Optionee may make payment of the Option Price in cash, Shares or such other
consideration as may be specified therein or as may be acceptable to the
Committee, or any combination thereof, in an amount or having an aggregate
value, as the case may be, equal to the total Option Price. Such payment shall
be made upon exercise of the Option.
(e) TERM, TRANSFERABILITY AND EXERCISABILITY OF OPTIONS.
---------------------------------------------------
(i) Each Option Notice shall state the date on which the
Option shall expire (the "Expiration Date"), which shall not be later than ten
years following the date on which the Option is granted. Options are not
transferable by an Optionee other than by will or the laws of descent and
distribution, except that in the case of nonqualified stock options, if provided
in the applicable Option Notice (at the time of grant or as amended at any time
thereafter), an Option granted hereunder may be transferred for no consideration
by the Optionee to members of his or her immediate family, to a trust or trusts
established for the exclusive benefit only of one or more members of his or her
immediate family or to a partnership in which his or her immediate family
members are the only partners. Any Option held by such a transferee will
continue to be subject to the same terms and conditions that were applicable to
the Option immediately prior to the transfer, except that the Option will be
transferable by the transferee only by will or the laws of descent and
distribution. For purposes hereof, "immediate family" means the Optionee's
children, stepchildren, grandchildren, parents, stepparents, grandparents,
spouse, siblings (including half brothers and sisters), in-laws, and
relationships arising because of legal adoption. Subject to Article 5(j) hereof,
Options may be exercised by an Optionee only for so long as such person is
employed by the Company or a Subsidiary except as otherwise provided in Articles
5(f) through (i) of the Plan.
-4-
<PAGE>
(ii) The Option Notice may, but need not, provide that
the Option shall become exercisable in installments rather than being
exercisable immediately in full. In such case, the Committee shall determine (A)
the amount and terms of such installments, which need not be equal, (B) the
timing of such installments, which need not be annual or consecutive, and (C)
whether such installments shall be cumulative. The Committee at any time may
provide, in the case of an Option which is to become exercisable in
installments, for the acceleration of the times at which the Option may become
exercisable. The Committee's determination shall be specified in the Option
Notice.
(iii) Upon or in connection with a Change of Ownership,
each Optionee shall have the right, immediately prior to such Change of
Ownership, to exercise his or her Option without regard to any installment
provisions as to exercisability contained in such Optionee's Option Notice. For
purposes of this Plan, a "Change of Ownership" shall be deemed to have occurred
(1) if individuals who, as of the effective date of this Plan, constitute the
Board of Directors of the Company (the "Board of Directors" generally and as of
the date hereof the "Incumbent Board") cease for any reason to constitute at
least a majority of the directors constituting the Board of Directors, provided
that any person becoming a director subsequent to the effective date of this
Plan whose election, or nomination for election by the Company's shareholders,
was approved by a vote of at least three-quarters (3/4) of the then directors
who are members of the Incumbent Board (other than an election or nomination of
an individual whose initial assumption of office is (A) in connection with the
acquisition by a third person, including a "group" as such term is used in
Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the
"1934 Act"), of beneficial ownership, directly or indirectly, of 20% or more of
the combined voting securities ordinarily having the right to vote for the
election of directors of the Company (unless such acquisition of beneficial
ownership was approved by a majority of the Board of Directors who are members
of the Incumbent Board), or (B) in connection with an actual or threatened
election contest relating to the election
-5-
<PAGE>
of the directors of the Company, as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the 1934 Act) shall be, for purposes of this
Plan, considered as though such person were a member of the Incumbent Board; or
(2) if the stockholders of the Company approve a merger, consolidation,
recapitalization or reorganization of the Company, reverse split of any class of
voting securities of the Company, or an acquisition of securities or assets by
the Company, or the sale or disposition by the Company of all or substantially
all of the Company's assets, or if any such transaction is consummated without
stockholder approval, other than any such transaction in which the holders of
outstanding Company voting securities immediately prior to the transaction
receive, with respect to such Company voting securities, voting securities of
the surviving or transferee entity representing more than 60 percent of the
total voting power outstanding immediately after such transaction, with the
voting power of each such continuing holder relative to other such continuing
holders not substantially altered in the transaction; or (3) if the stockholders
of the Company approve a plan of complete liquidation of the Company.
(iv) At any time and from time to time when any Option or
portion thereof is exercisable, such Option or portion thereof may be exercised
in whole or in part, as applicable; provided, however, that the Company shall
not be required to issue fractional Shares.
(f) TERMINATION OF EMPLOYMENT EXCEPT BY DEATH, DISABILITY OR
DISCHARGE FOR CAUSE. Unless otherwise specified in an Option Notice, in the
event that the employment of an Optionee by the Company or its Subsidiaries
shall terminate for any reason other than death, disability, or discharge for
cause, Options may be exercised only within three (3) months after such
termination of employment or such longer period as may be established by the
Committee at the time of grant or thereafter, but only to the extent such Option
was exercisable on the last day of employment, and in no event may an Option be
exercised after its Expiration Date. Any portion of the Option which was not
exercisable on such last day shall expire immediately.
-6-
<PAGE>
Whether authorized leave or absence or absence for military or governmental
service shall constitute termination of employment for the purposes of the Plan
shall be determined by the Committee, which determination shall be final and
conclusive.
(g) DEATH OR DISABILITY OF OPTIONEE. Unless otherwise
specified in an Option Notice, in the event an Optionee shall die or become
disabled while in the employ of the Company or a Subsidiary, Options may be
exercised at any time within one (1) year after the Optionee's death or
disability or such longer period as may be established by the Committee at the
time of grant or thereafter, but only to the extent that such Option was
exercisable on the last day of employment, and in no event may an Option be
exercised after its Expiration Date. During such one-year period, the Option may
be exercised by the Optionee or a representative, or in the case of death, by
the executors or administrators of the Optionee or by any person or persons who
shall have acquired the Option directly from the Optionee by bequest or
inheritance. Whether an Optionee shall have become disabled for the purposes of
the Plan shall be determined by the Committee, which determination shall be
final and conclusive.
(h) DISCHARGE FOR CAUSE. If an Optionee is discharged for
cause, all unexercised Options shall terminate as of the date of his discharge.
Whether an Optionee is discharged for cause for purposes of the Plan shall be
determined by the Committee, which determination shall be final and conclusive.
(i) RETIREMENT. Notwithstanding the provisions of Article 5(f)
hereof, the Committee may, at the time of grant of an Option or thereafter,
permit the Optionee to exercise Options (but only to the extent the Option was
exercisable on the last date of employment) up to one (1) year following the
Optionee's retirement under the Company's or its Subsidiary's, as applicable,
retirement policy or such longer period as may be established by the Committee
at the time of grant or thereafter; provided that in no event may an Option be
exercised after
-7-
<PAGE>
its Expiration Date.
(j) NON-EMPLOYEE OPTIONEES. Neither the last sentence of
Article 5(e)(i) nor any of Articles 5(f) through 5(i) hereof shall apply with
respect to Options having been granted to an Optionee who is not an employee of
the Company or its Subsidiaries (a "Non-Employee Optionee"). In the case of any
such Options, the Option Notice shall set forth the applicable limitations on
the exercisability thereof, and the effect on such exercisability of death,
disability and any other events provided for therein, at the time of grant or
thereafter.
(k) RIGHT OF COMPANY. In the case of a termination of an
Optionee's employment by reason of death, disability, retirement or discharge
other than for cause (or, in the case of a Non-Employee Optionee, to the extent
provided in the Option Notice at the time of grant or thereafter) the Company
may, but is not obligated to, purchase unexercised Options held by such Optionee
and pay such person the amount of cash equal to (i) the aggregate Fair Market
Value of Shares underlying such Option (to the extent that such Options would
have been exercisable by the Optionee upon termination of employment) as of the
date of termination of employment (or, in the case of a Non-Employee Optionee,
the date provided in the Option Notice at the time of grant or thereafter), less
(ii) the aggregate Option Price for such Shares.
(l) RECAPITALIZATION, REORGANIZATION, ETC., OF COMPANY.
--------------------------------------------------
(i) Subject to any required action by the stockholders,
the number of Shares covered by each outstanding Option, and the price per Share
so covered shall automatically be proportionately adjusted for any increase or
decrease in the number of issued shares of Class A Common Stock of the Company
resulting from a subdivision or consolidation of Shares or the payment of a
stock dividend or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Company.
-8-
<PAGE>
(ii) If, pursuant to any reorganization,
recapitalization, sale or exchange of assets, consolidation or merger,
outstanding Class A Common Stock of the Company is or would be exchanged for
other securities of the Company or of another corporation which is a party to
such transaction, or for property, whether or not any such transaction gives
rise to a Change of Ownership, any Options under the Plan theretofore granted
shall apply to the securities or property into which the Class A Common Stock
covered thereby shall be so changed or for which such Class A Common Stock shall
be exchanged. In any of such events, the total number and class of Shares then
remaining available for issuance under the Plan (including Shares reserved for
outstanding Options and Shares available for future grant of Options under the
Plan) shall likewise be adjusted so that the Plan shall thereafter cover the
number and class of shares equivalent to the Shares covered by the Plan
immediately prior to such event.
(iii) In the event of a change in the Class A Common
Stock of the Company as presently constituted, which is limited to a change of
all of its authorized shares with par value into the same number of shares with
a different par value or without par value, the shares resulting from any such
change shall be deemed to be the Class A Common Stock within the meaning of the
Plan.
(iv) Adjustments pursuant to Article 5(l)(ii) hereof
shall be made by the Committee, whose determination as to which shall be final,
binding and conclusive.
(v) Except as hereinbefore expressly provided in this
Article 5(l), an Optionee shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class or by reason of any dissolution, liquidation, merger or consolidation
or spin-off of assets or stock of another corporation, and any class, or
securities convertible into shares of stock of any class, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or
price
-9-
<PAGE>
of shares of Class A Common Stock subject to the Option.
(vi) The grant of an Option pursuant to the Plan shall
not affect in any way the right or power of the Company to make adjustments,
reclassifications, mergers, reorganizations or changes of its capital or
business structure, to merge or to consolidate, to dissolve or liquidate or to
sell or transfer all or any part of its business or assets.
(m) RIGHTS AS A STOCKHOLDER. No person shall have any rights
as a stockholder with respect to any Shares covered by an Option until the date
of the issuance of the Shares to such person. No adjustments shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights, except as provided in Article 5(l)
hereof.
(n) MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Subject to
the terms and conditions and within the limitations of the Plan, the Committee
may modify, extend or renew outstanding Options granted under the Plan, or
accept the surrender of outstanding Options (to the extent not theretofore
exercised). Notwithstanding the foregoing, however, no modification of an Option
shall, without the consent of the Optionee, alter or impair any rights or
obligations under any Option theretofore granted under the Plan.
(o) INVESTMENT PURPOSE. Each Option under the Plan shall be
granted on the condition that the purchases of Shares hereunder shall be for
investment purposes and not with a view to resale or distribution, except that
in the event the Shares subject to such Option are registered under the
Securities Act of 1933, as amended (the "Act"), or in the event a resale of such
Shares without such registration would otherwise be permissible, such condition
shall be inoperative if, in the opinion of counsel for the Company, such
condition is not required under the Act, or any other applicable law, regulation
or rule of any governmental agency.
(p) OTHER PROVISIONS. The Option Notice shall contain
-10-
<PAGE>
such other provisions, including, without limitation, restrictions upon exercise
of the Option or the transfer of the Shares received upon an exercise, as the
Committee shall deem advisable.
6. TERM OF PLAN
------------
Options may be granted pursuant to the Plan from time to time
within a period of ten years from the earlier of the date of adoption of the
Plan or the date on which the Plan is approved by the stockholders of the
Company.
7. PROFESSIONAL ASSISTANCE; GOOD FAITH ACTIONS
-------------------------------------------
(a) The Committee may employ attorneys, consultants,
accountants, appraisers, brokers or other persons. The Committee, the Company
and the officers and directors of the Company shall be entitled to rely upon the
advice, opinions or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee shall be final and
binding upon all Optionees, the Company and all other interested persons. No
member of the Committee shall be personally liable for any action, determination
or interpretation made with respect to the Plan or the Options and all members
of the Committee shall be fully protected by the Company in respect to any such
action, determination or interpretation.
(b) In addition to such other rights of indemnification as
they may have as directors or as members of the Committee, the members of the
Committee shall be indemnified by the Company against the reasonable expenses,
including attorneys' fees actually and necessarily incurred in connection with
the defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Option
granted thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction
-11-
<PAGE>
of a judgment in any such action, suit or proceeding except in relation to
matters to which it shall be adjudged in such action, suit or proceeding that
such Committee member is liable for negligence or misconduct in the performance
of his duties; provided that within 60 days after institution of any such
action, suit or proceeding the Committee member shall in writing offer the
Company the opportunity, at its own expense, to handle and defend the same.
8. AMENDMENT OF THE PLAN
---------------------
The Board of Directors of the Company or the Committee may,
insofar as permitted by law, from time to time, with respect to any Shares not
then subject to Options, suspend or discontinue the Plan or revise or amend it
in any respect whatsoever, subject to the approval of the stockholders of the
Company where such approval is required by law or regulation or pursuant to the
rules of the NYSE or, if the Shares are not listed on the NYSE, the rules of any
other exchange or market on which the Shares may be traded.
9. APPLICATION OF FUNDS
--------------------
The proceeds received by the Company from the sale of Shares
pursuant to Options will be used for general corporate purposes.
10. NO OBLIGATION TO EXERCISE OPTION
--------------------------------
The granting of an Option shall impose no obligation upon the
Optionee to exercise such Option.
11. APPROVAL OF STOCKHOLDERS
------------------------
This Plan shall be effective upon its approval by the
stockholders of the Company.
12. NO EFFECT ON EMPLOYMENT
-----------------------
The grant of an Option pursuant to the Plan shall not
-12-
<PAGE>
be construed to imply or to constitute evidence of any agreement, express or
implied, on the part of the Company or any Subsidiary to employ or continue to
employ any individual or which relates in any way to the responsibilities,
duties or authority of any employee or individual.
13. EFFECT OF PLAN UPON OTHER OPTIONS AND COMPENSATION PLANS
--------------------------------------------------------
The adoption of this Plan shall not affect any other
compensation or incentive plans in effect for the Company or any Subsidiary.
Nothing in this Plan shall be construed to limit the right of the Company or any
Subsidiary to (a) establish any other forms of incentives or compensation for
employees or directors of or persons associated with the Company or any
Subsidiary, or (b) grant or assume options otherwise than under this Plan in
connection with any proper corporate purpose, including, but not by way of
limitation, the grant or assumption of options in connection with the
acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or association.
-13-
Exhibit 5.1
Opinion of Chad W. Coulter
<PAGE>
RELIANCE STANDARD
LIFE INSURANCE COMPANY
August 6, 1997
Delphi Financial Group, Inc.
1105 North Market Street, Suite 1230
Wilmington, Delaware 19899
Re: Delphi Financial Group, Inc. ("Delphi") Registration
Statement on Form S-8 -- Second Amended and Restated
Employee Nonqualified Stock Option Plan (the "Plan")
Ladies and Gentlemen:
This opinion is furnished in connection with the registration
under the Securities Act of 1933, as amended, of up to an additional 771,120
shares of Class A Common Stock, $0.01 par value, of Delphi (the "Shares"),
pursuant to the above-referenced Registration Statement (the "Registration
Statement"). I am Assistant Secretary of Delphi and Vice President, Secretary
and General Counsel of Reliance Standard Life Insurance Company, a wholly-owned
subsidiary of Delphi, and this opinion is furnished solely in such capacities.
In connection with rendering this opinion I have examined the
Restated Certificate of Incorporation and Amended and Restated By-Laws of Delphi
and the Plan, along with such other corporate documents and records and other
documents, certificates and instruments as I have deemed necessary as a basis
for the opinions expressed below. I have assumed that all natural persons have
legal capacity, all items submitted to me as originals are authentic and all
signatures thereon are genuine, all items submitted to me as copies conform to
the originals and each such original or copy is complete and has not been
amended, modified or supplemented.
Based upon the foregoing and subject to the matters stated
herein, I am of the opinion that:
<PAGE>
1. Delphi is a corporation duly organized and validly
existing under the laws of the State of Delaware.
2. The Shares have been duly authorized, and when issued
against the payment of the purchase price therefor as set forth in, and in
accordance with all other provisions of, the Plan, will be validly issued, fully
paid and non-assessable.
I hereby consent to the filing with the Securities and Exchange
Commission of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Chad W. Coulter
-----------------------------
Chad W. Coulter
Vice President, Secretary
and General Counsel
Exhibit 23.1
Consent of Ernst & Young LLP
<PAGE>
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Delphi Financial Group, Inc. Second Amended and
Restated Employee Nonqualified Stock Option Plan of our report dated February
10, 1997, 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, 1996, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Philadelphia, Pennsylvania
July 31, 1997
Exhibit 24.1
Powers of Attorney
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Robert Rosenkranz his true and lawful attorney-in-fact and agent, with
all power of substitution and resubstitution, for him and in his name, place,
and stead in any and all capacities, to sign one or more Registration Statements
on Form S-8 and all amendments and post-effective amendments to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto any other documents in connection therewith, with the Securities and
Exchange Commission under the Securities Act of 1933, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as each might or could do in
person, hereby ratifying and confirming each act that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue thereof.
In Witness Whereof, the undersigned has hereunto set his hand
this 6th day of August, 1997.
/S/ EDWARD A. FOX
----------------------------
Edward A. Fox
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Robert Rosenkranz his true and lawful attorney-in-fact and agent, with
all power of substitution and resubstitution, for him and in his name, place,
and stead in any and all capacities, to sign one or more Registration Statements
on Form S-8 and all amendments and post-effective amendments to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto any other documents in connection therewith, with the Securities and
Exchange Commission under the Securities Act of 1933, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as each might or could do in
person, hereby ratifying and confirming each act that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue thereof.
In Witness Whereof, the undersigned has hereunto set his hand
this 6th day of August, 1997.
/S/ CHARLES P. O'BRIEN
----------------------------
Charles P. O'Brien
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Robert Rosenkranz his true and lawful attorney-in-fact and agent, with
all power of substitution and resubstitution, for him and in his name, place,
and stead in any and all capacities, to sign one or more Registration Statements
on Form S-8 and all amendments and post-effective amendments to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto any other documents in connection therewith, with the Securities and
Exchange Commission under the Securities Act of 1933, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as each might or could do in
person, hereby ratifying and confirming each act that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue thereof.
In Witness Whereof, the undersigned has hereunto set his hand
this 6th day of August, 1997.
/S/ LEWIS S. RANIERI
----------------------------
Lewis R. Ranieri
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Robert Rosenkranz his true and lawful attorney-in-fact and agent, with
all power of substitution and resubstitution, for him and in his name, place,
and stead in any and all capacities, to sign one or more Registration Statements
on Form S-8 and all amendments and post-effective amendments to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto any other documents in connection therewith, with the Securities and
Exchange Commission under the Securities Act of 1933, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as each might or could do in
person, hereby ratifying and confirming each act that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue thereof.
In Witness Whereof, the undersigned has hereunto set his hand
this 6th day of August, 1997.
/S/ THOMAS L. RHODES
----------------------------
Thomas L. Rhodes
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Robert Rosenkranz his true and lawful attorney-in-fact and agent, with
all power of substitution and resubstitution, for him and in his name, place,
and stead in any and all capacities, to sign one or more Registration Statements
on Form S-8 and all amendments and post-effective amendments to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto any other documents in connection therewith, with the Securities and
Exchange Commission under the Securities Act of 1933, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as each might or could do in
person, hereby ratifying and confirming each act that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue thereof.
In Witness Whereof, the undersigned has hereunto set his hand
this 6th day of August, 1997.
/S/ ROBERT M. SMITH, JR.
----------------------------
Robert M. Smith, Jr.
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Robert Rosenkranz his true and lawful attorney-in-fact and agent, with
all power of substitution and resubstitution, for him and in his name, place,
and stead in any and all capacities, to sign one or more Registration Statements
on Form S-8 and all amendments and post-effective amendments to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto any other documents in connection therewith, with the Securities and
Exchange Commission under the Securities Act of 1933, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as each might or could do in
person, hereby ratifying and confirming each act that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue thereof.
In Witness Whereof, the undersigned has hereunto set his hand
this 6th day of August, 1997.
/S/ THOMAS A. SULLIVAN
----------------------------
Thomas A. Sullivan
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Robert Rosenkranz his true and lawful attorney-in-fact and agent, with
all power of substitution and resubstitution, for him and in his name, place,
and stead in any and all capacities, to sign one or more Registration Statements
on Form S-8 and all amendments and post-effective amendments to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto any other documents in connection therewith, with the Securities and
Exchange Commission under the Securities Act of 1933, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as each might or could do in
person, hereby ratifying and confirming each act that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue thereof.
In Witness Whereof, the undersigned has hereunto set his hand
this 6th day of August, 1997.
/S/ B.K. WARNER
----------------------------
B.K. Warner
