As filed with the Securities and Exchange Commission on August 16, 2000
Registration No. 333-_________
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
STATE AUTO FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 31-1324304
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
518 East Broad Street
Columbus, Ohio 43215-3976
(Address of principal executive offices) (Zip code)
State Auto Financial Corporation
2000 Stock Option Plan
(Full title of the plan)
Robert H. Moone, President
and Chief Executive Officer
State Auto Financial Corporation
518 East Broad Street
Columbus, Ohio 43215-3976
(614) 464-5000
(Name, address and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
Amount Proposed Proposed Amount
to be maximum maximum of
registered (1) offering aggregate registration
Amount price per offering fee
share (2) price (2)
Title of securities
to be registered
--------------------------------------------------------------------------------
Common Shares, 5,000,000 $11.65 $58,250,000 $15,378.00
without par value
================================================================================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement also includes an indeterminable number of additional
shares that may become issuable pursuant to antidilution adjustment
provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h)(1) and 457(c) under the Securities Act of
1933, as amended, upon the basis of the average of the high and low sale
prices of the Registrant's Common Shares as reported on the Nasdaq National
Market on August 10, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this Registration
Statement:
(a) The Registrant's latest annual report filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act");
(b) All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the annual report referred to in (a) above; and
(c) The description of the Registrant's Common Shares which is
contained in the Registrant's Registration Statement filed under
Section 12 of the Exchange Act, including any amendments or reports
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the Common Shares offered have been sold or which deregisters all of such
shares then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio Revised Code sets forth conditions and
limitations governing the indemnification of officers, directors, and other
persons.
Section 6.1 of Article 6 of the Amended and Restated Code of Regulations of
the Company (see Exhibit 4(a)) contains certain indemnification provisions
adopted pursuant to authority contained in Section 1701.13(E) of the Ohio
Revised Code. The Company's Code of Regulations provides for the indemnification
of its officers, directors, employees, and agents, or persons who are serving or
have served at the request of the Company as a director, trustee, officer,
employee, or agent of another corporation, domestic or foreign, nonprofit or for
profit, partnership, joint venture, trust, or other enterprise, against all
expenses with respect to any judgments, fines, and amounts paid in settlement,
or with respect to any threatened, pending, or completed action, suit, or
proceeding to which they were or are parties or are threatened to be made
parties by reason of acting in such capacities, provided that it is determined,
either by a majority vote of a quorum of disinterested directors of the Company
or by the shareholders of the Company or otherwise as provided in Section
1701.13(E) of the Ohio Revised Code, that: (a) they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the Company; (b) in any action, suit, or proceeding by or in the right of the
Company, they were not, and have not been adjudicated to have been, negligent or
guilty of misconduct in the performance of their duties to the Company; (c) with
respect to any criminal action or proceeding, that they had no reasonable cause
to believe that their conduct was unlawful. Section 1701.13(E) provides that
expenses, including attorneys' fees, incurred in defending any action, suit, or
proceeding, may be paid by the Company in advance of the final disposition of
such action, suit, or proceeding, upon receipt of an undertaking by the
indemnified person to repay such amount in the event that indemnification shall
be deemed improper.
The Company has entered into Indemnification Agreements with each of its
directors. These contracts generally: (i) confirm the existing indemnity
provided to them under the Company's Code of Regulations and assure that this
indemnity will continue to be provided; and (ii) provide that, in addition, the
directors shall be indemnified to the fullest extent permitted by law against
all expenses (including legal fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by them in any threatened, pending
or completed action or proceeding, including any action by or in the right of
the Company, on account of their service as a director or officer of the Company
or at the request or with the consent of the Company as a trustee, director,
officer, employee, or agent of another corporation or enterprise. Coverage under
the contracts is excluded: (A) to the extent the director is indemnified under
directors' and officers' liability insurance maintained by the Company; (B) on
account of conduct which is finally adjudged to be knowingly fraudulent,
deliberately dishonest, or willful misconduct; (C) if a final court of
adjudication shall determine that such indemnification is not lawful; or (D) on
account of any suit in which judgment is rendered against the director for an
accounting of profits made from the purchase or sale by the director of
securities of the Company pursuant to Section 16(b) of the Securities Exchange
Act of 1934 or any similar provision. The Indemnification Agreements are
applicable to claims asserted after their effective date, whether arising from
acts or omissions occurring before or after their effective date.
The Company has purchased a liability policy to indemnify its officers and
directors against loss arising from claims by reason of their legal liability
for acts as officers and directors, subject to limitations and conditions set
forth in the policy.
At present, there are no claims, actions, suits, or proceedings pending
where indemnification would be required under these provisions, and the Company
does not know of any threatened claims, actions, suits, or proceedings which may
result in a request for such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
If Incorporated by Reference,
Exhibit Document with which Exhibit was
No. Description of Exhibit Previously Filed with SEC
------- ---------------------- -------------------------------
4(a) Registrant's Amended and Registration Statement on Form S-1,
Restated Articles of File No. 33-40643 (see Exhibit 3(a)
Incorporation. therein).
4(b) Registrant's Amendment to Registration Statement on Form S-8,
the Amended and Restated File No. 33-89400 (see Exhibit 4(b)
Articles of Incorporation. therein).
4(c) Registrant's Amendment to Form 10-K Annual Report for the
the Amended and Restated year ended December 31, 1998 (see
Articles of Incorporation. Exhibit 3(A)(3)therein)
4(d) Registrant's Amended and Registration Statement on Form S-1,
Restated Code of Regulations. File No. 33-40643 (see Exhibit 3(b)
therein).
4(e) Registrant's 2000 Stock Definitive Proxy Statement on Form
Option Plan. DEF 14A, File No. 000-19289 (see
Appendix A therein).
5 Opinion of Baker & Contained herein.
Hostetler LLP.
23(a) Consent of Baker & Contained in Exhibit 5.
Hostetler LLP.
23(b) Consent of Ernst & Contained herein.
Young LLP
24 Powers of Attorney. Contained herein.
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i)
to include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act"); (ii) to
reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement. Provided, however, that
paragraphs (a)(i) and (a)(ii) shall 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 Exchange Act that are
incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) 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.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described in Item 6, above, 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 Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on August 15, 2000.
STATE AUTO FINANCIAL CORPORATION
Date: August 15, 2000 By /s/ Robert H. Moone
Title 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.
Name Title Date
/s/ Robert H. Moone President and Chief August 15, 2000
____________________________ Executive Officer and
Robert H. Moone Director (principal
executive officer)
/s/ Steven J. Johnston Senior Vice President, August 15, 2000
____________________________ Chief Financial Officer
Steven J. Johnston (principal financial
officer and principal
accounting officer)
/s/ John R. Lowther Vice-President, August 15, 2000
____________________________ Secretary, General
John R. Lowther Counsel and Director
Robert L. Bailey* Chairman of the Board August 15, 2000
and Director
____________________________
Robert L. Bailey
David J. D'Antoni* Director August 15, 2000
____________________________
David J. D'Antoni
Urlin G. Harris, Jr.* Director August 15, 2000
____________________________
Urlin G. Harris, Jr.
Paul W. Huesman* Director August 15, 2000
____________________________
Paul W. Huesman
William J. Lhota* Director August 15, 2000
____________________________
William J. Lhota
George R. Manser* Director August 15, 2000
____________________________
George R. Manser
Richard K. Smith* Director August 15, 2000
____________________________
Richard K. Smith
<PAGE>
*Steven J. Johnston, by signing his name hereto, does hereby execute this
Registration Statement on behalf of each of the indicated directors of the
Registrant pursuant to powers of attorney executed by such directors and filed
as an exhibit to this Registration Statement.
By /s/ Steven J. Johnston August 15, 2000
Steven J. Johnston, Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
If incorporated by reference,
Exhibit Number document with which Exhibit
Number Exhibits was previously filed
-------------- -------- -----------------------------
4(a) The Registrant's Amended Incorporated herein by reference
and Restated Articles of to Exhibit 3(a) of the
Incorporation. Registrant's Registration
Statement on Form S-1
(File No. 33-40643) filed on
May 17, 1991.
4(b) Amendment to the Incorporated herein by reference
Registrant's Amended and to Exhibit 4(b) of the
Restated Articles of Registrant's Registration
Incorporation. Statement on Form S-8
(File No. 33-89400) filed on
February 10, 1995.
4(c) Amendment to the Incorporated herein by reference
Registrant's Amended to Exhibit 3(A)(3) of the
and Restated Articles Registrant's annual report on
of Incorporation. Form 10-K filed on March 30,
1999.
4(d) The Registrant's Amended Incorporated herein by reference
and Restated Code of to Exhibit 3(b) of the
Regulations. Registrant's Registration
Statement on Form S-1
(File No. 33-40643) filed on
May 17, 1991.
4(e) Registrant's 2000 Stock Incorporated herein by reference
Option Plan. to Appendix A of the Registrant's
Definitive Proxy Statement on
Form DEF 14A (File No. 000-19239)
filed on April 21, 2000.
5 Opinion of Baker & Contained herein.
Hostetler LLP
23(a) Consent of Baker & Contained in Exhibit 5.
Hostetler LLP
23(b) Consent of Ernst and Contained herein
Young LLP
24 Powers of Attorney for Contained herein.
Richard K. Smith, David J.
D'Antoni, Paul W. Huesman,
William J. Lhota, George R.
Manser, Urlin G. Harris and
Robert L. Bailey
<PAGE>
EXHIBIT 5
OPINION OF BAKER & HOSTETLER LLP
BAKER & HOSTETLER LLP
65 East State Street
Suite 2100
Columbus, Ohio 43215
August 15, 2000
State Auto Financial Corporation
518 East Broad Street
Columbus, Ohio 43215
Ladies and Gentlemen:
We are acting as counsel to State Auto Financial Corporation, an Ohio
corporation (the "Company"), in connection with the Company's filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Company is filing the Registration Statement to register 5,000,000 Common
Shares, without par value, of the Company (the "Shares")for offer and sale
under, and pursuant to, the Company's 2000 Stock Option Plan (the "Plan").
In connection therewith, we have examined the Company's Amended and
Restated Articles of Incorporation, as amended, the Company's Amended and
Restated Code of Regulations, and the records, as exhibited to us, of the
corporate proceedings of the Company. We have also examined a copy of the Plan
and such other documents and records, including a certificate from the secretary
of the Company, as we considered necessary for purposes of this opinion. In
rendering this opinion, we have assumed the genuineness, without independent
investigation, of all signatures on all documents examined by us, the conformity
to original documents of all documents submitted to us as certified or facsimile
copies, and the authenticity of all such documents.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when sold and paid for in the manner contemplated by the
Plan, will have been validly issued and will be fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Baker & Hostetler LLP
BAKER & HOSTETLER LLP
<PAGE>
EXHIBIT 23(a)
CONSENT OF BAKER & HOSTETLER LLP
Contained in Exhibit 5.
<PAGE>
Exhibit 23(b)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 2000 Stock Option Plan of State Auto Financial
Corporation of our report dated February 18, 2000, with respect to the
consolidated financial statements and schedules of State Auto Financial
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1999, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Columbus, Ohio
August 11, 2000
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, each a director, officer, or both of State Auto Financial
Corporation, an Ohio corporation (the "Company"), hereby constitutes and
appoints Robert H. Moone, Steven J. Johnston, and John R. Lowther, and each of
them, my true and lawful attorneys-in-fact and agents, with full power to act
without the other, with full power of substitution and resubstitution, for me
and in my name, place, and stead, in my capacity as director or officer of the
Company, to execute any and all of the Company's Registration Statements on Form
S-8, and any and all amendments thereto (including post-effective amendments),
to register under the Securities Act of 1933, as amended (the "Securities Act"),
any Common Shares, without par value, of the Company for sale under, and
pursuant to, any and all of the Company's current or hereafter adopted or
approved stock option plans or other "employee benefit plans" (as such term is
defined under Rule 405 promulgated under the Securities Act), as such plans are
currently amended or shall hereafter be amended, including without limitation
the 2000 Stock Option Plan, the 2000 Directors Stock Option Plan, and the 1991
Employee Stock Purchase and Dividend Reinvestment Plan and Trust, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as I might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Robert L. Bailey
________________________________ Date: July 7, 2000
Robert L. Bailey
/s/ /David J. D'Antoni
________________________________ Date: July 7, 2000
David J. D'Antoni
/s/ Urlin G. Harris, Jr.
________________________________ Date: July 7, 2000
Urlin G. Harris, Jr.
/s/ Paul W. Huesman
________________________________ Date: July 7, 2000
Paul W. Huesman
/s/ Steven J. Johnson
________________________________ Date: July 7, 2000
Steven J. Johnston
/s/ William J. Lhota
________________________________ Date: July 7, 2000
William J. Lhota
<PAGE>
/s/ John R. Lowther
_________________________________ Date: July 7, 2000
John R. Lowther
/s/ George R. Manser
__________________________________ Date: July 7, 2000
George R. Manser
/s/ Robert H. Moone
__________________________________ Date: July 7, 2000
Robert H. Moone
/s/ Richard K. Smith
__________________________________ Date: July 7, 2000
Richard K. Smith
