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As filed with the Securities and Exchange Commission on October 30, 2000
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INSURANCE AUTO AUCTIONS, INC.
(Exact name of issuer as specified in its charter)
ILLINOIS 95-3790111
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification Number)
850 EAST ALGONQUIN ROAD, SUITE 100
SCHAUMBURG, ILLINOIS 60173
(Address of principal executive offices)(Zip Code)
--------------------------
INSURANCE AUTO AUCTIONS, INC.
1991 STOCK OPTION PLAN
(Full title of the Plan)
CHRISTOPHER G. KNOWLES
CHIEF EXECUTIVE OFFICER
INSURANCE AUTO AUCTIONS, INC.
850 EAST ALGONQUIN ROAD, SUITE 100
SCHAUMBURG, ILLINOIS 60173
(Name and address of agent for service)
(847) 839-3939
(Telephone number, including area code, of agent for service)
Copies to:
DAVID J. KAUFMAN, ESQ.
KATTEN MUCHIN ZAVIS
525 WEST MONROE STREET, SUITE 1600
CHICAGO, ILLINOIS 60661-3693
(312) 902-5200
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING PRICE AMOUNT OF
TO BE REGISTERED REGISTERED (1) SHARE (2) (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
OPTIONS TO PURCHASE COMMON STOCK 1,000,000 N/A N/A N/A
COMMON STOCK 1,000,000 $12.00 $12,000,000.00 $3,168.00
============================================================================================================================
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(1) This Registration Statement also covers an indeterminate number of shares
of Common Stock that may be issuable under the 1991 Stock Option Plan by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the outstanding shares of Common
Stock of Insurance Auto Auctions, Inc., in accordance with Rule 416 under
the Securities Act of 1933.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933 on the basis of the average of the high and low
prices per share of Common Stock of Insurance Auto Auctions, Inc., on
October 25, 2000, as reported by the Nasdaq National Market.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for in Part I of Form S-8 is currently
included in the prospectus for the Insurance Auto Auctions, Inc. 1991 Stock
Option Plan, as amended, and is not being filed with, or included in, this Form
S-8 in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Insurance Auto Auctions, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Commission:
a. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;
b. The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2000 and June 30, 2000;
c. The Registrant's Registration Statement No. 0-19594 on Form 8-A
filed with the Commission on October 17, 1991, together with
Amendments No. 1, 2 and 3 on Form 8 filed with the Commission on
November 1, November 13, and November 15, 1991, respectively, in
which there is described the terms, rights and provisions
applicable to the Registrant's outstanding Common Stock; and
d. Any similar report filed subsequently with the Commission and
distributed to the Registrant's shareholders.
In addition, all reports and definitive proxy or information
statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), after 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 into 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 in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this registration statement or in any subsequently
filed document which also is or is deemed to be incorporated by reference in
this registration statement modifies or supersedes that statement.
The Registrant will provide without charge to each person who has
received a copy of any prospectus to which this registration statement relates,
upon the written or oral request of that person, a copy of any or all the
documents that have been or may be incorporated by reference into this
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registration statement, other than exhibits to those documents, unless the
exhibits are incorporated by reference in those documents. Written requests for
copies should be directed to the Registrant's principal executive offices at 850
East Algonquin Road, Suite 100, Schaumburg, Illinois 60173, Attention: Corporate
Secretary. Telephone requests for copies should be directed to the Registrant's
Corporate Secretary at (847) 839-3939.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Certain provisions of the Illinois Business Corporation Act of
1983, as amended (the "BCA"), provide that the Registrant may, and in some cases
must, indemnify the directors and officers of the Registrant and of each
subsidiary against liabilities and expenses incurred by such person by reason of
the fact that such person was serving in such capacity, subject to certain
limitations and conditions set forth in the statute.
Article VII of the Articles of Incorporation of the Registrant and
Article V of the Registrant's Bylaws provide for indemnification of its
directors, officers and other agents to the maximum extent permitted by the BCA.
The Registrant also maintains insurance for the benefit of its current directors
and officers that insures such persons against certain liabilities, including
liabilities under the securities laws.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number Exhibit
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4.1 Articles of Incorporation as filed with the Illinois
Secretary of State on August 7, 1997 (incorporated by
reference from Exhibit 3.1 of the Annual Report on Form 10-K
for the fiscal year ended December 31, 1997 (File No.
0-19594)).
4.2 Bylaws (incorporated by reference from Exhibit 3.1 of the
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1999 (File No. 0-19594)).
4.3 Specimen Stock Certificate (incorporated by reference from
an exhibit filed with the Registration Statement on Form S-1
on November 20, 1991 (File No. 33-43247)).
4.4 Amended and Restated 1991 Stock Option Plan (incorporated by
reference from Exhibit 10.1 of the Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 2000 (File No.
0-19594)).
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4.5 Form of Stock Option Agreement, Insurance Auto Auctions,
Inc. 1991 Stock Option Plan, as restated (including Form of
Notice of Grant of Stock Option) - employee.
4.6 Form of Stock Option Agreement: Non-Employee Director,
Automatic Option Grant, Insurance Auto Auctions, Inc. Stock
Option Plan, as restated (including Form of Notice of Grant
of Stock Option).
4.7 Form of Stock Option Agreement, Insurance Auto Auctions,
Inc. 1991 Stock Option Plan, as restated (including Form of
Notice of Grant of Stock Option) - executive officer.
5 Opinion of Katten Muchin Zavis.
23.1 Consent of KPMG LLP.
23.2 Consent of Katten Muchin Zavis (contained in its opinion
filed as Exhibit 5).
24 Power of Attorney. Reference is made to the signature page
of this Registration Statement.
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, as amended (the "1933 Act"),
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this 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 this Registration Statement,
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change in such information in this Registration Statement; provided,
however, that clauses (l)(i) and (l)(ii) shall not apply if the information
required by those clauses to be included in a post-effective amendment is
contained in the periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that, for the purpose of determining any liability
under the 1933 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; and (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 Registrant's 1991 Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the provisions and agreements summarized in Item 6 above
or otherwise, the Registrant has been informed that in the opinion of the
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Commission such indemnification is against public policy as expressed in the
1933 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 1933 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the 1933 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 Schaumburg, State of Illinois, on this 6th day of
October, 2000.
INSURANCE AUTO AUCTIONS, INC.
By: /s/ Christopher G. Knowles
-----------------------------------
Christopher G. Knowles
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
That the undersigned officers and directors of INSURANCE AUTO
AUCTIONS, INC., an Illinois Corporation, do hereby constitute and appoint
Christopher G. Knowles, Stephen L. Green, and Gaspare G. Ruggirello and each one
of them, the lawful attorneys and agents, with full power and authority to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the 1933 Act,
and any rules or regulations or requirements of the Commission in connection
with this Registration Statement. Without limiting the generality of the
foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents, or
any of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
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Signatures Title Date
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/s/ Christopher G. Knowles Chief Executive Officer and Director October 6, 2000
----------------------------- (Principal Executive Officer)
Christopher G. Knowles
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<TABLE>
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/s/ Stephen L. Green Chief Financial Officer, Vice President, October 11, 2000
----------------------------- Finance and Assistant Secretary
Stephen L. Green (Principal Financial and
Accounting Officer)
/s/ Thomas J. O'Malia Chairman of the Board October 11, 2000
-----------------------------
Thomas J. O'Malia
/s/ Maurice A. Cocca Director October 11, 2000
-----------------------------
Maurice A. Cocca
/s/ Susan B. Gould Director October 11, 2000
-----------------------------
Susan B. Gould
/s/ Peter H. Kamin Director October 11, 2000
-----------------------------
Peter H. Kamin
/s/ Melvin R. Martin Director October 11, 2000
-----------------------------
Melvin R. Martin
/s/ Joseph F. Mazzella Director October 11, 2000
-----------------------------
Joseph F. Mazzella
/s/ John K. Wilcox Director October 11, 2000
-----------------------------
John K. Wilcox
</TABLE>
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<PAGE> 8
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
INSURANCE AUTO AUCTIONS, INC.
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EXHIBIT INDEX
Exhibit Number Exhibit
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4.1 Articles of Incorporation as filed with the Illinois
Secretary of State on August 7, 1997 (incorporated by
reference from Exhibit 3.1 of the Annual Report on Form 10-K
for the fiscal year ended December 31, 1997 (File No.
0-19594)).
4.2 Bylaws (incorporated by reference from Exhibit 3.1 of the
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1999(File No. 0-19594)).
4.3 Specimen Stock Certificate (incorporated by reference from
an exhibit filed with the Registration Statement on Form S-1
on November 20, 1991 (File No. 33-43247)).
4.4 Amended and Restated 1991 Stock Option Plan (incorporated by
reference from Exhibit 10.1 of the Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 2000 (File No.
0-19594)).
4.5 Form of Stock Option Agreement, Insurance Auto Auctions,
Inc. 1991 Stock Option Plan, as restated (including Form of
Notice of Grant of Stock Option) - employee.
4.6 Form of Stock Option Agreement: Non-Employee Director,
Automatic Option Grant, Insurance Auto Auctions, Inc. Stock
Option Plan, as restated (including Form of Notice of Grant
of Stock Option).
4.7 Form of Stock Option Agreement, Insurance Auto Auctions,
Inc. 1991 Stock Option Plan, as restated (including Form of
Notice of Grant of Stock Option) - executive officer.
5 Opinion of Katten Muchin Zavis.
23.1 Consent of KPMG LLP.
23.2 Consent of Katten Muchin Zavis (contained in its opinion
filed as Exhibit 5).
24 Power of Attorney. Reference is made to the signature page
of this Registration Statement.
