THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT TO
RULE 901(d)OF REGULATION S-T.
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 1996.
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
INTEGON CORPORATION
(Exact name of registrant, as specified in its charter)
Delaware 13-3559471
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 West Fifth Street
Winston-Salem, North Carolina 27152
(910) 770-2000
(Address of principal executive offices)
--------------------------
INTEGON CORPORATION
OMNIBUS LONG-TERM PERFORMANCE INCENTIVE COMPENSATION PLAN
(Full title of the plan)
--------------------------
JOHN B. YORKE
Vice President, Corporate General Counsel and Secretary
Integon Corporation
500 West Fifth Street
Winston-Salem, North Carolina 27152
(Name and address of agent for service)
(910) 770-2000
(Telephone number, including area code, of agent for service)
--------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
- ------------------------------ ---------------------- ------------------------ ---------------------- ---------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate offering registration fee
share* price*
- ------------------------------ ---------------------- ------------------------ ---------------------- ---------------------
Common Shares 1,000,000 (1) $ 17.75 $ 17,750,000 $ 6,120.69
($.01 par value)
- ------------------------------ ---------------------- ------------------------ ---------------------- ---------------------
</TABLE>
* Estimated solely for the purpose of calculating the registration fee and
computed in accordance with Rule 457(h)(1) under the Securities Act of
1933, based upon the average of the high and low price for shares of
Common Stock of the Registrant as reported on the New York Stock Exchange
composite tape on May 9, 1996.
(1) Consists of 1,000,000 shares reserved for issuance pursuant to the
Integon Corporation Omnibus Long-Term Performance Incentive Compensation
Plan. This registration statement also relates to such indeterminate
number of additional shares of Common Stock of Integon Corporation as may
be issuable as a result of stock splits, stock dividends or additional
similar transactions.
===============================================================================
This filing contains 12 pages. The
exhibit index is on page 8.
<PAGE>
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The information specified in Item 1 will be sent or given to employees and
nonemployee directors as specified in Rule 428(b)(1) and is not required to be
filed as part of this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
The information specified in Item 2 will be sent or given to employees and
nonemployee directors as specified in Rule 428(b)(1) and is not required to be
filed as part of this Registration Statement.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed by Integon Corporation (the
"Corporation") with the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December
31, 1995;
(b) All other reports filed pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934, as amended (the "Exchange Act") since
the end of the fiscal year covered by the Annual Report on Form 10-K referred to
in (a) above; and
(c) The description of the Corporation's Common Stock, $.01
par value, contained in the Corporation's Registration Statement on Form 8-A
dated January 31, 1992, as amended by Amendment No. 1 thereto on Form 8, dated
February 6, 1992, and as further amended by Amendment No. 2 thereto on Form 8,
dated February 10, 1993, and including any other amendment or report filed for
the purpose of updating such description.
In addition, all documents filed by the Corporation pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement, and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, 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 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 part of this
Registration Statement.
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<PAGE>
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 145(a) of the General Corporation Law of the State of Delaware
(the "General Corporation Law") provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his conduct was unlawful.
Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsections (a) and (b) or in the defense of any claim, issue, or
matter therein, he shall be indemnified against expenses actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; and that the corporation may purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation would have the
power to indemnify him against such liabilities under Section 145.
Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders may eliminate or limit personal liability of
members of its board of directors or governing body for breach of a director's
fiduciary duty. However, no such provision may eliminate or limit the liability
of a director for breaching his duty of loyalty, failing to act in good faith,
engaging in intentional misconduct or knowingly violating a law, paying a
dividend or approving a stock repurchase which was illegal, or obtaining an
improper personal benefit. A provision of this type has no effect on the
availability of equitable remedies, such as
-3-
<PAGE>
injunction or rescission, for breach of fiduciary duty. The Corporation's
Restated Certificate of Incorporation contains such a provision.
The Corporation's Bylaws provide that the Corporation shall indemnify
officers and directors, and to the extent authorized by the Board of Directors,
employees and agents of the Corporation, to the full extent permitted by and in
the manner permissible under the laws of the State of Delaware. The Bylaws also
permit the Board of Directors to authorize the Corporation to purchase and
maintain insurance against any liability asserted against any director, officer,
employee or agent of the Corporation arising out of his capacity as such.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement
or, where so indicated, have been previously filed and are incorporated herein
by reference.
<TABLE>
<CAPTION>
Filed Herewith(*),
Nonapplicable (NA), or
Incorporated by Reference from
----------------------------
<S> <C> <C>
Exhibit Exhibit Integon
Number Registration No.
or Report
- -----------------------------------------------------------------------------------------------
4.1 Restated Certificate of Incorporation of 4.1 33-58022
the Corporation
4.2 Bylaws of the Corporation, as amended 4.2 33-93744
4.3 Specimen Common Stock Certificate 4.1 33-42463
4.4 Indenture dated as of August 15, 1992 4.2 33-54676
between the Corporation and The First
National Bank of Chicago, as Trustee,
relating to the Corporation's 8% Senior
Notes due 1999, including form of such Notes
4.5 Indenture dated October 15, 1994 between 4.2 1994 Third
the Corporation and the First National Quarter Form
Bank of Chicago, as Trustee, relating to 10-Q
the Corporation's 9 1/2% Senior Notes due 2001
4.6 Certificate of Designation of the 4.1 1994 Third
Corporation's $3.875 Convertible Preferred Quarter Form
Stock 10-Q
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit Exhibit Integon
Number Registration No.
or Report
- ---------------------------------------------------------------------------------------------------------------
4.7 Specimen $3.875 Convertible Preferred 4.5 33-91896
Stock Certificate
5.1 Opinion of Robinson, Bradshaw & Hinson, * NA
P.A. regarding Legality of Securities
23.1 Consent of Deloitte & Touche LLP * NA
24.1 Powers of Attorney for the directors * NA
signing this registration statement
28.1 Information from reports furnished to 28.1 1995 Form 10-K
state insurance regulatory authorities
</TABLE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act
of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in the post-effective amendment by
those paragraphs is contained in periodic reports filed by Integon
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
-5-
<PAGE>
(2) That, for the purpose of determining any liability under
the Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission, such indemnification is
against public policy as expressed in the 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 of whether
such indemnification by the Registrant is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
-6-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Act, 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
Winston-Salem, North Carolina, on the 10th day of May, 1996.
INTEGON CORPORATION
By: /s/ James T. Lambie
-------------------------------
James T. Lambie
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
- ------------------------ ------------------------------- ------------
/s/ James T. Lambie President and Chief Executive Officer May 10, 1996
- ------------------------ (Principal Executive Officer)
James T. Lambie and Director
/s/ Donald. F. McKee Senior Vice President of May 10, 1996
- ------------------------ Finance and Administration,
Donald F. McKee Chief Financial Officer
(Principal Financial Officer)
LESTER L. COLEMAN* Director May 10, 1996
JOHN C HEAD III* Director May 10, 1996
CHARLES H. JAMISON* Director May 10, 1996
JOHN B. McKINNON* Director May 10, 1996
FREDERICK B. WHITTEMORE* Director May 10, 1996
*By: /s/ James T. Lambie As attorney-in-fact for May 10, 1996
- ------------------------ the above-named
James T. Lambie directors pursuant to
powers of attorney duly
executed by such persons
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
<S> <C> <C>
SEQUENTIALLY
NUMBERED PAGE
UPON WHICH
EXHIBIT DESCRIPTION EXHIBIT APPEARS
- ----------------- ------------------------------------------------- -------------------------------
4.1 Restated Certificate of Incorporation of the NA
Corporation
4.2 Bylaws of the Corporation, as amended NA
4.3 Specimen Common Stock Certificate NA
4.4 Indenture dated as of August 15, 1992 between NA
the Corporation and The First National Bank of Chicago, as
Trustee, relating to the Corporation's 8% Senior Notes due
1999, including form of such Notes
4.5 Indenture dated October 15, 1994 between the NA
Corporation and the First National Bank of Chicago, as
Trustee, relating to the Corporation's 9 1/2% Senior Notes due
2001
4.6 Certificate of Designation of the Corporation's NA
Preferred Stock
4.7 Specimen $3.875 Convertible Preferred Stock NA
Certificate
5.1 Opinion of Robinson, Bradshaw & Hinson, P.A. 9-10
regarding Legality of Securities
23.1 Consent of Deloitte & Touche LLP 11
24.1 Powers of Attorney for the directors signing 12
this registration statement
28.1 Information from reports furnished to state NA
insurance regulatory authorities
</TABLE>
-8-
<PAGE>
EXHIBIT 5.1
ROBINSON, BRADSHAW & HINSON, P.A.
ATTORNEYS AT LAW
Stephen M. Lynch 101 NORTH TRYON STREET, SUITE 1900
(704) 377-8355 CHARLOTTE, NORTH CAROLINA 28246
TELEPHONE (704) 377-2536
FAX (704) 378-4000
May 9, 1996
Integon Corporation
500 West Fifth Street
Winston-Salem, North Carolina 27152
Ladies and Gentlemen:
We refer to the Registration Statement of Integon Corporation, a Delaware
corporation (hereinafter referred to as the "Company"), to be filed with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended, 1,000,000 shares of the Company's Common
Stock, par value $.01 per share (the "Shares"), in connection with The Integon
Corporation Long-term Performance Incentive Compensation Plan (the "Plan"). We
have examined the Restated Certificate of Incorporation and the Bylaws, as
amended, of the Company, resolutions adopted by written consent of the Board of
Directors of the Company, and other Company records, together with applicable
certificates of public officials and other documents that we have deemed
relevant.
Based upon the foregoing and subject to the conditions set forth below, it
is our opinion that the Shares, if and when originally issued and sold as
contemplated by the Registration Statement and in accordance with the Plan, will
be legally issued, fully paid and nonassessable.
We have assumed that the Company and those participants acquiring Shares
under the Plan will have complied with the relevant requirements of the Plan and
that the Board of Directors of the Company shall determine in each instance that
the value of services rendered by participants in consideration of their
participation in the Plan shall equal or exceed the par value of the Shares
issued.
-9-
<PAGE>
Integon Corporation
May 9, 1996
Page 2
________________________
The opinions expressed herein are contingent upon the Company's Restated
Certificate of Incorporation and Bylaws not being further amended prior to the
issuance of the Shares.
We hereby consent to the filing of this opinion as an exhibit to said
Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933.
This opinion is limited to the General Corporation Law of the State of
Delaware, and we express no opinion with respect to the laws of any other state
or jurisdiction.
Very truly yours,
ROBINSON, BRADSHAW & HINSON, P.A.
/s/ Stephen M. Lynch
---------------------
Stephen M. Lynch
SML
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<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
Integon Corporation
Winston-Salem, North Carolina
We consent to the incorporation by reference in this Registration Statement
of Integon Corporation on Form S-8 of our reports dated February 1, 1996,
appearing in and incorporated by refernce in the Annual Report on Form 10-K of
Integon Corporation for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
- ----------------------------
Winston-Salem, North Carolina
May 9, 1996
-11-
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned, in his capacity as
a director of Integon Corporation (the "Company"), does hereby constitute and
appoint James T. Lambie and John B. Yorke, and each of them, severally, his true
and lawful attorney or attorneys-in-fact with or without the other and with full
power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as a director of the Company, the Company's registration
statement on Form S-8 relating to the Company's Omnibus Long-Term Performance
Incentive Compensation Plan and any and all amendments thereto as said
attorneys-in-fact or either of them shall deem necessary or appropriate,
together with all exhibits and other documents and instruments necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Securities and Exchange Commission. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable in connection with such registration statement
on Form S-8, as fully and for all intents and purposes as the undersigned might
or could do in person, the undersigned hereby ratifying and approving the acts
of said attorneys-in-fact and each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this Power Of Attorney
this 10 th day of May, 1996.
/s/ John C Head III
------------------------------
John C Head III
/s/ Lester L. Coleman
------------------------------
Lester L. Coleman
/s/ Charles H. Jamison
------------------------------
Charles H. Jamison
/s/ John B. McKinnon
------------------------------
John B. McKinnon
/s/ Frederick B. Whittemore
------------------------------
Frederick B. Whittemore
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