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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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1995 DIRECTOR STOCK OPTION PLAN OF
UNITED WISCONSIN SERVICES, INC.
(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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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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 offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock,
no par value 75,000 shares $26.06 (1) $1,954,500 $ 592.27
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</TABLE>
(1) 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
26, 1997 as reported on the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by United Wisconsin Services, Inc. (the
Registrant" or "Company") and by the 1995 Director Stock Option Plan of United
Wisconsin Services, Inc. (the "Plan") with the Securities and Exchange
Commission are incorporated herein by reference and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since December 31, 1995; and
(c) The description of the Registrant's common stock, no par value,
contained in the Registrant's Registration Statement on Form 8-A filed
under the Exchange Act (File No. 0-19506), including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act 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 incorporated by reference in this Registration Statement and to be part
hereof from the date of 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 Registrant is incorporated under the Wisconsin Business Corporation Law
("WBCL"). Under Section 180.0851(1) of the WBCL, the Registrant is required to
indemnify a director or officer, to the extent such person is successful on the
merits or otherwise in the defense of a proceeding, for all reasonable expenses
incurred in the proceeding if such person was a party because he or she was a
director or officer of the Registrant. In all other cases, the Registrant is
required by Section 180.0851(2) to indemnify a director or officer against
liability incurred in a proceeding to which such a person was a party because he
or she was a director or officer of the Registrant, unless it is determined that
he or she breached or failed to perform a duty owed to the Registrant and the
breach or failure to perform constitutes: (i) a willful failure to deal fairly
with the Registrant or its shareholders in connection with a matter in which the
director or officer has a material conflict of interest; (ii) a violation of
criminal law, unless the director or officer had a reasonable cause to believe
his or her conduct was lawful or no reasonable cause to believe his or her
conduct was unlawful; (iii) a transaction from which the director or officer
derived an improper personal profit; or (iv) willful misconduct. Section
180.0858(1) provides that, subject to
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certain limitations, the mandatory indemnification provisions do not preclude
any additional right to indemnification or allowance of expenses that a director
or officer may have under the Registrant's articles of incorporation, bylaws, a
written agreement or a resolution of the Board of Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public policy of the
State of Wisconsin to require a permit indemnification, allowance of expenses
and insurance to the extent required to be permitted under Sections 180.0850 to
180.0858 of the WBCL, for any liability incurred in connection with a proceeding
involving a federal or state statute, rule or regulation regulating the offer,
sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above.
Under Article VII of the Registrant's Bylaws, directors and officers are
indemnified against liability, in both derivative and nonderivative suits, which
they may incur in their capacities as such, subject to certain determinations by
the Board of Directors, independent legal counsel or a court of competent
jurisdiction that the applicable standards of conduct have been met. The scope
of such indemnification is substantially the same as permitted and described in
Section 180.0850 to 180.0858 of the WBCL.
Under Section 180.0833 of the WBCL, directors of the Registrant against
whom claims are asserted with respect to the declaration of improper dividends
or distributions to shareholders or certain other improper acts which they
approved are entitled to contribution from other directors who approved such
actions and from shareholders who knowingly accepted an improper dividend or
distribution, as provided therein.
The directors and officers of the Registrant and its subsidiaries are
included in the directors' and officers' liability insurance policy applicable
to Blue Cross & Blue Shield United of Wisconsin ("BCBSUW"). BCBSUW's insurance
policy provides that, subject to the applicable liability limits and retention
amounts, the insurer will reimburse directors and officers of the Registrant,
for a "loss" (as defined in the policy) sustained by a director or officer
resulting from any "claim" (as defined in the policy) made against them for a
"wrongful act" (as defined in the policy), except for such a loss against which
the Registrant indemnifies (or is required or permitted to indemnify) the
director or officer. The policy also provides that, subject to the applicable
liability limits and retention amounts, the insurer will reimburse the
Registrant for a loss for which the Registrant has lawfully indemnified (or is
required or permitted by law to indemnify) a director or officer resulting from
any such claim. Subject to certain exclusions set forth in the policy,
"wrongful act" is defined in the policy to mean any negligent act, error,
omission, misstatement, misleading statement, or breach of duty by the
Registrant's directors or officers in the discharge of their duties solely in
their capacities as such directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
3.1(a) Restated and Amended Articles of Incorporation of the Registrant,
dated July 31, 1991 (1).
3.1(b) Articles of Amendment to the Restated and Amended Articles of
Incorporation of the Registrant, dated December 11, 1991 (2).
3.1(c) Articles of Amendment to the Restated and Amended Articles of
Incorporation of the Registrant, dated August 26, 1992 (3).
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3.2 Amended and Restated Bylaws of the Registrant (4).
4.1 1995 Director Stock Option Plan of United Wisconsin Services,
Inc. (5).
5 Opinion of counsel regarding legality of issuance of securities.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of counsel (included in Exhibit 5).
24 Powers of Attorney for Messrs. Hefty, Mordy, Abdoo, Bausch,
Forbes, Hickman, Johnson, Menden, Muench and Nesbitt and Ms.
Coleman (contained on the signature page of this Registration
Statement).
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(1) Incorporated by reference to exhibits filed with Registrant's Form S-1
Registration Statement declared effective on October 24, 1991 (Registration
Number 33-42571).
(2) Incorporated by reference to exhibits filed with the Registrant's Form 8-K
filed on December 12, 1991.
(3) Incorporated by reference to exhibits filed with the Registrant's Form 8-K
filed on September 2, 1992.
(4) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1996.
(5) Incorporated by reference to exhibits filed with Registrant's Quarterly
Report on Form 10-Q for the period ended June 30, 1995.
ITEM 9. UNDERTAKINGS
The 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 to include 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (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.
(4) That, for the purpose 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 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.
(5) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described in Item 6 or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by the 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
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registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to the court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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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 28th
day of February, 1997.
UNITED WISCONSIN SERVICES, INC.
BY: /s/ Thomas R. Hefty
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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
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/s/ Thomas R. Hefty Chairman of the Board February 28, 1997
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Thomas R. Hefty Officer), President &
Director
/s/ C. Edward Mordy Vice President (Principal February 28, 1997
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C. Edward Mordy Officer)
/s/ Richard A. Abdoo Director February 28, 1997
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Richard A. Abdoo
/s/ Thomas A. Bausch Director February 28, 1997
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Thomas A. Bausch
/s/ Jane T. Coleman Director February 28, 1997
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Jane T. Coleman
/s/ James L. Forbes Director February 28, 1997
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James L. Forbes
/s/ James C. Hickman Director February 28, 1997
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James C. Hickman
/s/ William R. Johnson Director February 28, 1997
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William R. Johnson
/s/Eugene A. Menden Director February 28, 1997
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Eugene A. Menden
/s/ Donald P. Muench Director February 28, 1997
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Donald P. Muench
/s/ Arthur W. Nesbitt Director February 28, 1997
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Arthur W. Nesbitt
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Exhibit 5.1
[MICHAEL, BEST & FRIEDRICH LETTERHEAD]
February 28, 1997
United Wisconsin Services, Inc.
401 West Michigan Street
Milwaukee, Wisconsin 53203
Dear Sirs:
We have acted as counsel to United Wisconsin Services, Inc., a
Wisconsin corporation (the "Company") in connection with the registration of up
to 75,000 shares (the "Shares") of common stock, without par value of the
Company pursuant to a Registration Statement on Form S-8 being filed by the
Company of even date herewith relating to the 1995 Director Stock Option Plan of
United Wisconsin Services, Inc. (the "Plan").
As counsel to the Company, 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, and relevant other documents as we have deemed necessary for
purposes of rendering this opinion. Based upon the foregoing, we are of the
opinion that the Shares being offered pursuant to the Registration Statement 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 our name under the heading "Legal
Opinions" in the Registration Statement.
Very truly yours,
/S/ MICHAEL, BEST & FRIEDRICH
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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 1995 Director Stock Option Plan of United
Wisconsin Services, Inc., of our reports dated February 9, 1996, 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
February 28, 1997
Milwaukee, Wisconsin
