As filed with the Securities and Exchange Commission on February 7, 2000
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, P.O. Box 8985,
Wilmington, Delaware 19899
(Address of Principal Executive Offices) (Zip Code)
Delphi Financial Group, Inc. Amended and Restated
Directors 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, P.O. Box 8985
Wilmington, Delaware 19899
(Name and address of agent for service)
(302) 478-5142
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
Proposed Proposed Maximum
Title of Amount to be Maximum Aggregate Amount of
Securities to Registered Offering Price Per Offering Price Registration Fee
be Registered Share
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock 132,490 $33.375 (1) $4,421,854 (1) $1,167
$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 February 1, 2000.
<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,
1998 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999,
June 30, 1999 and September 30, 1999.
(2) The description of the Company's Class A Common Stock contained in the
Company's Registration Statement on Form S-3 filed on June 8, 1994 (File No.
33-77028)
(3) The Company's Current Report on Form 8-K filed on January 24, 2000.
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 indi-
- ----------
* The information called for by Part I of Form S-8 is currently included in
the description of the Delphi Financial Group, Inc. Amended and Restated
Directors Stock Option Plan (the "Plan") delivered to eligible directors
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>
-2-
cates 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 of the DGCL provides further that a
Delaware corporation may indemnify officers and directors in an action by or in
the right of the corporation 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.
<PAGE>
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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 Amended and Restated Directors 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.
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.
<PAGE>
-4-
(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 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.
(4) 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.
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 li-
<PAGE>
-5-
abilities (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 Act and will be governed by the final adjudication of such
issue.
<PAGE>
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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 February 4, 2000.
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> <C> <C>
/s/ Robert Rosenkranz Director, Chairman of the Board, February 4, 2000
- --------------------- President and Chief Executive Officer
Robert Rosenkranz (Principal Executive Officer)
* Director February 4, 2000
- -------------------
Edward A. Fox
* Director February 4, 2000
- -------------------
Charles P. O'Brien
* Director February 4, 2000
- -------------------
Lewis S. Ranieri
<PAGE>
-7-
* Director February 4, 2000
- -------------------
Thomas L. Rhodes
* Director February 4, 2000
- -------------------
Robert M. Smith, Jr.
* Vice President and Treasurer (Principal February 4, 2000
- ------------------- Financial and
Lawrence E. Daurelle Accounting Officer)
* Director December 31, 1999
- -------------------
B. K. Werner
</TABLE>
*By: /s/ Robert Rosenkranz
---------------------------
Robert Rosenkranz
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
4.1 Amended and Restated Directors 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
Amended and Restated Directors
Stock Option Plan of the Company
<PAGE>
DELPHI FINANCIAL GROUP, INC.
AMENDED AND RESTATED DIRECTORS
STOCK OPTION PLAN
------------------------------
INTRODUCTION
Delphi Financial Group, Inc. (the "Company") adopted the Delphi Financial
Group, Inc. 1994 Directors Stock Option Plan effective April 12, 1994. Effective
as of March 20, 1997, the Company amended and restated such plan (subject to the
approval of the stockholders of the Company) to incorporate provisions whereby
the eligible members of its Board of Directors may receive stock options in lieu
of their annual cash retainers, to increase the number of shares subject to
nonqualified stock options available for issuance under such plan, and to effect
certain further amendments. Such plan, as so amended and restated, and as
further amended effective May 14, 1997 and April 1, 1998, is as follows:
1. PURPOSE
This Amended and Restated Directors Stock Option Plan (the "Plan") is
intended to increase the proprietary interest in Delphi Financial Group, Inc.
(the "Company") of outside directors of the Company, i.e., directors who are not
officers or employees of the Company or its subsidiaries, whose continued
services are important to the continued success of the Company, thereby
providing them with additional incentive to continue to serve as directors. The
Plan provides for the issuance of nonqualified stock options ("Options"). The
Plan shall be effective upon its approval by the stockholders of the Company (as
provided in Section 10 below).
2. ADMINISTRATION
The Plan shall be substantially self-executing. To the extent, however,
that any administrative determinations regarding the Plan are required to be
made, they shall be made pursuant to the affirmative vote of a majority of the
members of a committee consisting of the members of the Company's Board of
Directors (the "Committee"). All ministerial matters relating to the Plan shall
be performed by or at the direction of the Committee.
<PAGE>
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3. ELIGIBILITY
The persons who shall receive Options (the "Optionees") shall be members of
the Company's Board of Directors who are not officers or employees of the
Company or any of its subsidiaries ("Subsidiaries"), as that term is defined by
Section 424(f) of the Internal Revenue Code of 1986, as amended from time to
time (the "Code"). Persons eligible to be Optionees are sometimes referred to
herein as "Outside Directors."
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 aggregate number of Shares as to which Options may be
granted shall not exceed 120,000. The limitation established by the preceding
sentence shall be subject to adjustment as provided in Section 5(B)(ix) 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
A. Options shall automatically be granted under the Plan as follows:
(i) On the day immediately following the date on which the Plan is approved
by the stockholders of the Company (as provided in Section 10 below), and
thereafter on the first business day immediately following each date on which
the Company holds its annual meeting of stockholders (commencing with the 1997
meeting), each Outside Director then in office will automatically be awarded as
of such date Options exercisable for a number of Shares determined pursuant to
the following formula: Number of Option Shares = 2,000 (with such amount to be
automatically proportionately adjusted to reflect the cumulative effect of all
events of the type referred to in Section 5(B)(ix) hereof having occurred prior
to such date) multiplied by [1 + (.125 multiplied by the number of years of
continuous years of service of such Outside Director to that point, including
any portion of a year of service, which shall be treated as a full year)].
(ii) Each Outside Director shall, on the first business day following each
date on which such director is
<PAGE>
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elected, re-elected or appointed, as applicable, to the Company's Board of
Directors (the "Election Date"), commencing with the elections to occur at the
1997 annual meeting of stockholders, be awarded Options in lieu of the cash
amount (the "Retainer Amount") that such director would be entitled to receive
for serving as such in the period from the Election Date up to the date of the
Company's next following annual meeting of stockholders, exclusive of meeting
fees, fees for serving on any committee of the Board, or fees associated with
any other services provided to the Company or its Subsidiaries. Such Options
will be exercisable for the nearest number of whole Shares determined pursuant
to the following formula: Number of Option Shares = (Retainer Amount multiplied
by 3), divided by (Fair Market Value, as that term is defined in Section
5(B)(ii) hereof, as of the award date). Notwithstanding the foregoing, Options
will not be awarded pursuant to this Section 5(A)(ii) if the Outside Director
files with the Secretary of the Company, on or prior to the commencement of the
calendar year in which the applicable Election Date is to occur, a written
election not to receive Options in lieu of the Retainer Amount (other than the
Election Date on which such director is first elected or appointed, in which
case such election may be made at any time prior to such Election Date).
B. Promptly after each award pursuant to Section 5(A), a Notice of Award of
Stock Option (an "Option Notice") shall be given to each Optionee, which notice
shall comply with and be subject to the following terms and conditions:
(i) Number of Shares. Each Option Notice shall state the number of Shares
to which it pertains.
(ii) 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 business day on which the Shares were traded preceding the
award date.
<PAGE>
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(iii) 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.
(iv) Term, Transferability and Exercisability of Options.
(a) Each Option Notice shall state the date on which the Option shall
expire (the "Expiration Date"), which shall be ten years from the date on which
the Option is awarded. Options are not assignable or transferable by an Optionee
other than by will or the laws of descent and distribution, or pursuant to a
qualified domestic relations order as defined by the Code or by Title I of the
Employee Retirement Income Security Act, or the rules thereunder.
Notwithstanding the foregoing, if provided in the applicable Option Notice (at
the time of grant or 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 the 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.
(b) Options granted pursuant to Section 5(A)(i) hereof shall become
exercisable in five equal annual installments of twenty percent (20%) per year.
Options granted pursuant to Section 5(A)(ii) hereof shall become exercisable in
four substantially equal installments (without taking into account any
fractional share) on the dates which follow the date of the grant by 90, 180,
270 and 360 days, respectively. Once Options with respect to Shares become
exercisable as aforesaid, they may be exercised in whole or in part from time to
time through the applicable Expiration Date, subject to the terms and conditions
hereof. Upon or in connection with a Change of Ownership, each Optionee shall
have the right, immediately
<PAGE>
-5-
prior to such Change of Ownership, to exercise his or her Options without regard
to the foregoing installment provisions as to exercisability. 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 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.
(c) At any time and from time to time when any Option or portion
thereof is exercisable, such Option
<PAGE>
-6-
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.
(v) Termination of Service Except by Death, Disability, Retirement or
Removal for Cause. In the event that the Optionee shall cease to be an Outside
Director for any reason other than death, disability, retirement or removal for
cause as further provided herein, Options granted pursuant to Section 5(A)(i)
hereof may be exercised only within three (3) months after such termination of
service or such longer period as may be established by the Committee at the time
of grant or thereafter. Sections 5(B)(vi) and 5(B)(viii) hereof shall not be
construed to limit the right of an Optionee (or, in the case of the death of an
Optionee, the persons referenced in the second sentence of Section 5(B)(vi)) to
exercise Options granted pursuant to Section 5(A)(ii) hereof prior to their
Expiration Date. Notwithstanding anything contained in this Plan to the
contrary, any Option that is not exercisable on the last day on which an
Optionee is an Outside Director shall expire immediately, and in no event shall
any Option be exercised after its Expiration Date.
(vi) Death or Disability of Optionee. In the event an Optionee shall die or
become disabled while a director of the Company, 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 by the
Optionee on the last day on which the Optionee was an Outside Director, 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.
(vii) Removal for Cause. If an Optionee is removed as a director of the
Company on account of any act of (a) fraud or intentional misrepresentation or
(b) embezzlement, misappropriation or conversion of assets or opportunities of
the Company, or any unauthorized disclosure of confidential information or trade
secrets of the Company, all unexercised Op-
<PAGE>
-7-
tions shall terminate as of the date of such Optionee's removal.
(viii) Retirement. To the extent an Option was exercisable on the last date
of service as a director of the Company, such Option may be exercised up to one
(1) year following the Optionee's retirement at or after age 75 or such longer
period as may be established by the Committee at the time of grant or
thereafter, but in no event may an Option be exercised after its Expiration
Date.
(ix) Recapitalization, Reorganization, Etc., of Company.
(a) 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.
(b) 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.
(c) 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
<PAGE>
-8-
such change shall be deemed to be the Class A Common Stock within the meaning of
the Plan.
(d) Adjustments pursuant to Section 5(B)(ix)(b) hereof shall be made
by the Committee, whose determination as to which shall be final, binding and
conclusive.
(e) Except as hereinbefore expressly provided in this Section
5(B)(ix), 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 of shares of Class A Common Stock subject to the Option.
(f) 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.
(x) 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 to
outstanding Options for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights, except as
provided in Section 5(B)(ix) hereof. (xi) 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.
(xii) 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
<PAGE>
-9-
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.
(xiii) Other Provisions. The Option Notice shall comply with and be subject
to the terms and conditions of the Plan, and shall contain such other terms,
conditions and provisions as the Committee shall deem advisable.
6. TERM OF PLAN
Options shall be granted pursuant to the Plan from time to time within the
period of ten years from the earlier of the date of adoption of the Plan and the
date on which the Plan is approved by the stockholders of the Company.
7. AMENDMENT OF THE PLAN
The Board of Directors 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.
8. APPLICATION OF FUNDS
The proceeds received by the Company from the sale of shares pursuant to
Options will be used for general corporate purposes.
9. NO OBLIGATION TO EXERCISE OPTION
The granting of an Option shall impose no obligation upon the Optionee to
exercise such Option.
10. APPROVAL OF STOCKHOLDERS
This Plan shall be effective upon its approval by the stockholders of the
Company.
<PAGE>
-10-
11. NO RIGHT TO NOMINATION
Neither the Plan nor any action taken hereunder shall be construed as
giving any director any right to be nominated for reelection to the Company's
Board of Directors.
12. 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.
Exhibit 5.1
Opinion of Chad W. Coulter
<PAGE>
[LETTERHEAD]
February 4, 2000
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 -- Amended and Restated
Directors 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 132,490 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
Vice President and General Counsel of Delphi and this opinion is furnished
solely in that capacity.
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:
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.
<PAGE>
-2-
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 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
(Form S-8) pertaining to the Delphi Financial Group, Inc. Amended and Restated
Directors Stock Option Plan and to the incorporation by reference therein of
our report dated February 8, 1999, 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, 1998, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
February 4, 2000
Exhibit 24.1
Powers of Attorney
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Robert Rosenkranz and Robert M. Smith, Jr. and each acting alone his true and
lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents 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 attorneys-in-fact and agents may lawfully do or cause to be
done by virtue thereof.
In Witness Whereof, the undersigned has hereunto set his hand this 4th
day of February, 2000.
/s/ Edward A. Fox
-------------------------
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Robert Rosenkranz and Robert M. Smith, Jr. and each acting alone his true and
lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents 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 attorneys-in-fact and agents may lawfully do or cause to be
done by virtue thereof.
In Witness Whereof, the undersigned has hereunto set his hand this 4th day
of February, 2000.
/s/ Charles P. O'Brien
----------------------
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Robert Rosenkranz and Robert M. Smith, Jr. and each acting alone his true and
lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents 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 attorneys-in-fact and agents may lawfully do or cause to be
done by virtue thereof.
In Witness Whereof, the undersigned has hereunto set his hand this 4th day
of February, 2000.
/s/ Lewis S. Ranieri
-------------------------
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Robert Rosenkranz and Robert M. Smith, Jr. and each acting alone his true and
lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents 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 attorneys-in-fact and agents may lawfully do or cause to be
done by virtue thereof.
In Witness Whereof, the undersigned has hereunto set his hand this 4th day
of February, 2000.
/s/ Thomas L. Rhodes
----------------------------
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Robert Rosenkranz and Robert M. Smith, Jr. and each acting alone his true and
lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents 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 attorneys-in-fact and agents may lawfully do or cause to be
done by virtue thereof.
In Witness Whereof, the undersigned has hereunto set his hand this 4th day
of February, 2000.
/s/ Robert M. Smith, Jr.
-----------------------------
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Robert Rosenkranz and Robert M. Smith, Jr. and each acting alone his true and
lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents 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 attorneys-in-fact and agents may lawfully do or cause to be
done by virtue thereof.
In Witness Whereof, the undersigned has hereunto set his hand this 31st day
of December, 1999.
/s/ B.K. Werner
---------------------------
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Robert Rosenkranz and Robert M. Smith, Jr. and each acting alone his true and
lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents 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 attorneys-in-fact and agents may lawfully do or cause to be
done by virtue thereof.
In Witness Whereof, the undersigned has hereunto set his hand this 4th day
of February, 2000.
/s/ Lawrence E. Daurelle
---------------------------
