Registration No. 333-
As filed with the Securities and Exchange Commission on April 1, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN MEDICAL SECURITY GROUP, INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1431799
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) entification No.)
3100 AMS Boulevard
Green Bay, Wisconsin 54313
(Address of Principal Executive Offices) (Zip Code)
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AMERICAN MEDICAL SECURITY GROUP, INC.
RETIREMENT SAVINGS PLAN(1)
(Full title of the plan)
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TIMOTHY J. MOORE COPY TO:
Senior Vice President, General Counsel and BRUCE C. DAVIDSON
Corporate Secretary Quarles & Brady LLP
American Medical Security Group, 411 East Wisconsin Avenue
3100 AMS Boulevard Milwaukee, Wisconsin 53202
Green Bay, Wisconsin 54313
(Name and address of agent for service)
(920) 661-1111
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Common Stock,
no par value 750,000 shares (2) $12.59375 (3) $9,445,312.50 (3) $2,625.80
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(1) This Registration Statement is being filed by the Registrant and the
American Medical Security Group, Inc. Retirement Savings Plan, as
amended (the "Plan"), to register shares of American Medical Security
Group, Inc. Common Stock, no par value ("Common Stock"), to be offered
pursuant to the Plan.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement covers an indeterminate amount of interests
to be offered or sold pursuant to the Plan.
(3) Pursuant to Rule 457(h), estimated solely for the purpose of computing
the registration fee, based upon $12.59375 per share, the average of
the high and low sales prices of the Common Stock reported on the New
York Stock Exchange Composite Tape on March 26, 1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given to Plan participants as specified by Rule 428(b)(1) under the Securities
Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by American Medical Security Group, Inc.
(f/k/a United Wisconsin Services, Inc.) (the "Registrant") (Commission File No.
1-13154) with the Securities and Exchange Commission (the "Commission") pursuant
to Section 13 of the Securities Exchange Act of 1934, as amended (the "1934
Act"), are incorporated herein by reference by the Registrant and the Plan:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998; and
(b) The description of the Common Stock included in the Registrants'
Registration Statement on Form 8-A filed pursuant to Section 12 of the
1934 Act and declared effective October 24, 1991, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant and the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 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 to be incorporated by reference herein and to be a part hereof from the
date of the 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 hereof 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 statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. See Item 3(b) above.
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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) of the WBCL to indemnify a director or officer
against liability incurred in a proceeding to which such person was a party
because he or she was an officer or director 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
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) of the WBCL provides that, subject to 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 or permit indemnification, allowance of expenses
and insurance to the extent required or 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 Section 180.0833 of the WBCL, directors of the Registrant against
whom claims are asserted with respect to the declaration of an improper dividend
or other distribution to shareholders to which they assented are entitled to
contribution from other directors who assented to such distribution and from
shareholders who knowingly accepted the improper distribution, as provided
therein.
Article VII of the Registrant's Bylaws contains provisions that generally
parallel the indemnification provisions of the WBCL. Directors and officers of
the Registrant are also covered by directors' and officers' liability insurance
under which they are insured (subject to certain exceptions and limitations
specified in the policy) against expenses and liabilities arising out of
proceedings to which they are parties by reason of being or having been
directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index following the Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
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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;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the 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.
(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 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 (and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
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.
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(h) Reference is made to the indemnification provisions described in Item 6
of this Registration Statement.
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 foregoing provisions, 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 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.
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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 Green Bay, State of Wisconsin, on March 31, 1999.
AMERICAN MEDICAL SECURITY GROUP, INC.
(Registrant)
By: /S/ SAMUEL V. MILLER
Samuel V. Miller
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Samuel V. Miller, Edward R. Skoldberg, Gary D.
Guengerich and Timothy J. Moore, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and any other regulatory authority, 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 he 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.
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
/S/ SAMUEL V. MILLER Chairman of the Board, President and Chief
Samuel V. Miller Executive Officer; Director
/S/ GARY D. GUENGERICH Executive Vice President and Chief Financial
Gary D. Guengerich Officer (Principal Financial Officer and
Principal Accounting Officer)
/S/ ROGER H. BALLOU Director
Roger H. Ballou
/S/ W. FRANCIS BRENNAN Director
W. Francis Brennan
/S/ JAMES C. HICKMAN Director
James C. Hickman
/S/ WILLIAM R. JOHNSON Director
William R. Johnson
S-1
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/S/ EUGENE A. MENDEN Director
Eugene A. Menden
/S/ MICHAEL T. RIORDAN Director
Michael T. Riordan
/S/ FRANK L. SKILLERN Director
Frank L. Skillern
/S/ J. GUS SWOBODA Director
J. Gus Swoboda
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*Each of the above signatures is affixed as of March 31, 1999.
S-2
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Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Green Bay, State of Wisconsin, on
March 31, 1999.
AMERICAN MEDICAL SECURITY GROUP, INC.
RETIREMENT SAVINGS PLAN
By: /S/ TIMOTHY J. MOORE
TIMOTHY J. MOORE
(Name)
ADMINISTRATIVE COMMITTEE MEMBER
(Title)
S-3
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AMERICAN MEDICAL SECURITY GROUP, INC.
(THE "REGISTRANT")
(COMMISSION FILE NO. 1-13154)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<S> <C> <C> <C>
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
4.1 Restated and Amended Articles of Exhibit 3.1 to the Registrant's
Incorporation of American Medical Annual Report on Form 10-K for
Security Group, Inc., as amended the year ended December 31,
through February 17, 1999 1998 ("1998 10-K")
4.2 Bylaws of American Medical Security Exhibit 3.2 to 1998 10-K
Group, Inc., as amended and restated
through February 17, 1999
5* Opinion of Quarles & Brady LLP X
23.1 Consent of Ernst & Young LLP X
23.2 Consent of Quarles & Brady LLP Contained in Exhibit
5
24 Power of Attorney Contained in
Signatures page to
this Registration
Statement
*The Registrant hereby undertakes that it will submit or has submitted
the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner, and has made or will make all changes required by the IRS in
order to qualify the Plan under section 401 of the Internal Revenue Code.
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EI-1
Exhibit 5
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, WI 53202-4497
March 31, 1999
American Medical Security Group, Inc.
3100 AMS Boulevard
Green Bay, Wisconsin 54313
Re: American Medical Security Group, Inc. Retirement Savings Plan
Ladies and Gentlemen:
We are providing this opinion in connection with the Registration Statement
of American Medical Security Group, Inc. (the "Company") on Form S-8 (the
"Registration Statement") to be filed under the Securities Act of 1933, as
amended (the "Act"), with respect to the proposed sale of up to 750,000 shares
of Common Stock, no par value (the "Shares"), of the Company pursuant to the
American Medical Security Group, Inc. Retirement Savings Plan, as amended (the
"Plan").
We have examined: (i) the Registration Statement; (ii) the Company's
Restated and Amended Articles of Incorporation and Bylaws, each as amended to
date; (iii) the Plan; (iv) the corporate proceedings relating to the
authorization for the sale of the Shares pursuant to the Plan; and (v) such
other documents and records and such matters of law as we have deemed necessary
in order to render this opinion.
On the basis of the foregoing, we advise you that, in our opinion:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Wisconsin.
2. The Shares to be sold from time to time pursuant to the Plan which are
original issuance shares, when issued and paid for as contemplated by
the Registration Statement and the Plan, will be validly issued, fully
paid and nonassessable by the Company, subject to the personal
liability which may be imposed on shareholders by Section
180.0622(2)(b) of the Wisconsin Business Corporation Law, as
judicially interpreted, for debts owing to employees for services
performed, but not exceeding six months service in any one case.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving consent, we do not admit that we are "experts"
within the meaning of Section 11 of the Act, or that we come within the category
of persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/ Quarles & Brady LLP
QUARLES & BRADY LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Form S-8 Registration
Statement pertaining to the Retirement Savings Plan of American Medical Security
Group, Inc. (f/k/a United Wisconsin Services, Inc.), of our report dated
February 5, 1999, with respect to the consolidated financial statements and
schedules of American Medical Security Group, Inc. included in its Annual Report
on Form 10-K for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
April 1, 1999
Milwaukee, Wisconsin
