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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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UNITED WISCONSIN SERVICES, INC.
(Exact name of Registrant as specified in its charter)
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WISCONSIN 39-1431799
(State of incorporation) (I.R.S. Employer Identification No.)
401 WEST MICHIGAN STREET
MILWAUKEE, WISCONSIN
53203-2896
(414) 226-6900
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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UNITED WISCONSIN SERVICES, INC.
EQUITY INCENTIVE PLAN
(Full Title of the Plan)
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THOMAS R. HEFTY, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
UNITED WISCONSIN SERVICES, INC.
401 WEST MICHIGAN STREET
MILWAUKEE, WISCONSIN 53203-2896
(414) 226-6900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
GEOFFREY R. MORGAN
MICHAEL, BEST & FRIEDRICH
100 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-4108
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per unit aggregate price offering registration fee
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<S> <C> <C> <C> <C>
Common Stock, no par value 305,696 shares $ 4.66 (1) $ 1,424,543 $ 432
1,000,000 shares 32.83 (1) 32,830,000 9,948
275,833 shares 18.13 (1) 5,000,852 1,515
158,730 shares 25.20 (1) 3,999,996 1,212
409,741 shares 23.00 (2) 9,424,043 2,856
Total: 2,150,000 shares Total: $52,679,434 Total: $ 15,963
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(1) Calculated pursuant to Rule 457(h), based on the actual per share
exercise price of the stock options pursuant to which the Common Stock
being registered hereby may be acquired.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c), based on the average of the high
and low sales prices of the Common Stock on February 10, 1997 as reported
on the New York Stock Exchange.
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INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT
In accordance with General Instruction E to Form S-8, the contents of
Registration Statement No. 33-81006 on Form S-8 of United Wisconsin Services,
Inc. (the "Company"), which was filed with the Securities and Exchange
Commission on June 30, 1994, are incorporated herein by reference.
EXPLANATORY NOTE
The United Wisconsin Services, Inc. Equity Incentive Plan (the "Plan") was
adopted by the Company's Board of Directors on February 24, 1993 and was
approved by the Company's shareholders on May 26, 1993. Thereafter, the Company
filed a Registration Statement on Form S-8 (Registration No. 33-81006) to
register the 600,000 shares of Common Stock of the Company, no par value per
share (the "Common Stock"), reserved for issuance under the Plan.
On July 31, 1996, the Company's Board of Directors approved an amendment to
the Plan which increased the number of shares of Common Stock which can be
issued pursuant to the Plan by 2,150,000 shares, so that after such amendment,
the total number of shares of Common Stock allocated to the Plan is 2,750,000.
Such amendment was approved by the Company's shareholders on October 30, 1996.
Accordingly, this Registration Statement is being filed to register the
2,150,000 additional shares of Common Stock.
The information required in the Section 10(a) prospectus is included in
documents being maintained and delivered by the Company as required by Part I of
Form S-8 and by Rule 428 under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS.
4.1 United Wisconsin Services, Inc. Equity Incentive Plan (incorporated by
reference to exhibits filed with Registrants' Registration Statement on
Form S-1 effective July 13, 1993 (registration no. 33-59798)). As amended
by amendment effective as of August 15, 1996.
5.1 Opinion of Michael, Best & Friedrich
23.1 Consent of Ernst & Young LLP
23.2 Consent of Michael, Best & Friedrich (Included as part of the opinion
contained in Exhibit 5.1 herein)
<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 Milwaukee, and the State of Wisconsin, on the 14th
day of February, 1997.
UNITED WISCONSIN SERVICES, INC.
BY: /s/ Thomas R. Hefty
---------------------------------------------
THOMAS R. HEFTY
CHAIRMAN OF THE BOARD AND PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas R. Hefty and C. Edward Mordy, or either of
them, his or her true and lawful attorneys-in-fact and agents, for him or her
and in his or her name, place and stead in any and all capabilities, to sign any
and all amendments (including pre- and post- effective amendments) to this
Registration Statement, and to file all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and any state
of the United States, 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 to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or cause
to be done by virtue thereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE
/s/ Thomas R. Hefty Chairman of the Board February 14, 1997
- ------------------------------ (Principal Executive Officer),
Thomas R. Hefty President & Director
/s/ C. Edward Mordy Vice President (Principal February 14, 1997
- ------------------------------ Financial and Accounting
C. Edward Mordy Officer)
/s/ Richard A. Abdoo Director February 14, 1997
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Richard A. Abdoo
/s/ Thomas A. Bausch Director February 14, 1997
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Thomas A. Bausch
/s/ Jane T. Coleman Director February 14, 1997
- ------------------------------
Jane T. Coleman
/s/ James L. Forbes Director February 14, 1997
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James L. Forbes
/s/ James C. Hickman Director February 14, 1997
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James C. Hickman
/s/ William R. Johnson Director February 14, 1997
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William R. Johnson
/s/Eugene A. Menden Director February 14, 1997
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Eugene A. Menden
/s/ Donald P. Muench Director February 14, 1997
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Donald P. Muench
/s/ Arthur W. Nesbitt Director February 14, 1997
- ------------------------------
Arthur W. Nesbitt
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2
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AMENDMENTS
TO THE UNITED WISCONSIN SERVICES, INC.
EQUITY INCENTIVE PLAN
EFFECTIVE AS OF AUGUST 15, 1996
1. Section 3.1 of the Equity Incentive Plan is amended by deleting the
existing Section in its entirety and substituting therefor the following
revised Section:
3.1 THE COMMITTEE. The Plan shall be administered by the Management
Review Committee of the Board, or by any other Committee appointed by
the Board consisting of not less than two (2) Directors who are not
Employees. The members of the Committee shall be appointed from time to
time by, and shall serve at the discretion of, the Board of Directors.
The Committee shall be comprised solely of Directors who are both:
(i) Non-Employee Directors, as defined in Rule 16b-3 under the Exchange
Act; and (ii) Outside Directors, as defined in Treas. Reg. 1.162-27.
2. Section 4.1 of the Equity Incentive Plan is amended by deleting the
existing Section in its entirety and substituting therefor the following
revised Section:
4.1 NUMBER OF SHARES. Subject to adjustment as provided in Section
4.3 herein, the total number of Shares available for grant under the
Plan may not exceed 2,750,000. These 2,750,000 Shares may be either
authorized but unissued or reacquired Shares.
The following rules will apply for purposes of the determination of
the number of Shares available for grant under the Plan:
(a) While an Award is outstanding, it shall be counted against the
authorized pool of Shares, regardless of its vested status.
(b) The grant of an Option or Restricted Stock shall reduce the
Shares available for grant under the Plan by the number of
Shares subject to such Award.
(c) The grant of a Tandem SAR shall reduce the number of Shares
available for grant by the number of Shares subject to the
related Option (i.e., there is no double counting of Options
and their related Tandem SARs).
(d) The grant of an Affiliated SAR shall reduce the number of
Shares available for grant by the number of Shares subject to
the SAR, in addition to the number of Shares subject to the
related option.
(e) The grant of a Freestanding SAR shall reduce the number of
Shares available for grant by the number of Freestanding SARs
granted.
(f) The Committee shall in each case determine the appropriate
number of Shares to deduct from the authorized pool in
connection with the grant of Performance Units and/or
Performance Shares.
(g) To the extent that an Award is settled in cash rather than in
Shares, the authorized Share pool shall be credited with the
appropriate number of Shares represented by the cash settlement
of the Award, as determined at the sole discretion of the
Committee (subject to the limitation set forth in Section 4.2
herein).
The maximum number of Shares with respect to which Awards may be
made to any Employee during any three (3) year period shall not exceed
100,000 shares. Notwithstanding the foregoing, if the Employee receives
the Award prior to March 31, 1997 in connection with the Employee'
initial employment by the Company or in connection with a merger or
acquisition by the Company, the maximum number of Shares with respect to
which Awards may be made during the three (3) year period ended
March 31, 1997 shall be 850,000 shares.
3. Section 6.10 of the Equity Incentive Plan is amended by deleting
the existing Section in its entirety and substituting therefore the following
revised Section:
6.10 RESTRICTIONS ON TRANSFERABILITY. No Option granted under the
Plan may be sold, transferred, pledged, assigned or otherwise alienated
or hypothecated, other than by will or by the laws of descent and
distribution, and shall be exercisable by a Participant during his or
her lifetime only by the Participant except that NQSOs may be transferred
by a Participant to the Participant's spouse, children or grandchildren
or grandchildren or to a trust for the benefit of such spouse, children
or grandchildren.
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Exhibit 5.1
[MICHAEL, BEST & FRIEDRICH LETTERHEAD]
February 14, 1997
United Wisconsin Services, Inc.
401 West Michigan Street
Milwaukee, Wisconsin 53203
Dear Sirs:
A Registration Statement on Form S-8 (the "Registration Statement") of
United Wisconsin Services, Inc., a Wisconsin corporation ("UWS") is being filed
on or about the date of this letter with the Securities and Exchange Commission
relating to the proposed issuance of shares (the "Shares") of common stock,
without par value ("Common Stock") of UWS pursuant to the terms of the United
Wisconsin Services, Inc Equity Incentive Plan, as amended (the "Plan").
As counsel to UWS, we are familiar with its articles of incorporation,
by-laws, minutes of meetings of shareholders and directors, and other corporate
records. We have examined the Registration Statement and the exhibits thereto,
including the Plan. Based upon the foregoing, We are of the opinion that:
1. UWS is a corporation duly organized and existing under the laws
of the State of Wisconsin.
2. The Shares being offered pursuant to the Plan are duly authorized
and when delivered in accordance with the terms and conditions of the Plan will
be legally issued, fully paid and non-assessable, except as described in Wis.
Stats. Section 180.0622, as judicially interpreted.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the heading "Legal
Opinions" in the Registration Statement and related prospectus.
Very truly yours,
/S/ MICHAEL, BEST & FRIEDRICH
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the Equity Incentive Plan of United Wisconsin
Services, Inc., of our reports dated February 9, 1995, with respect to the
consolidated financial statements of United Wisconsin Services, Inc.,
incorporated by reference in its Annual Report on Form 10-K for the year ended
December 31, 1995 and the related financial statement schedules included
therein, filed with the Securities and Exchange Commission.
Ernst & Young LLP
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