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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------------
ENHANCE FINANCIAL SERVICES GROUP INC.
(Exact name of registrant as specified in its charter)
New York 13-3333448
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
335 Madison Avenue
New York, New York 10017
(Address of principal executive offices) (Zip code)
ENHANCE FINANCIAL SERVICES GROUP INC.
1997 LONG-TERM INCENTIVE PLAN FOR KEY EMPLOYEES
(Full title of the Plan)
Samuel Bergman, Esq.
Executive Vice President and General Counsel
Enhance Financial Services Group Inc.
335 Madison Avenue
New York, New York 10017
(212) 983-3100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering Registration
to be Registered Registered (1) Per Share (2) Price (2) Fee
---------------- -------------- ------------- --------- ---
<S> <C> <C> <C> <C>
Common Stock, par value
$.10 per share 3,100,000 shares $ 15.88 $ 49,228,000 $ 12,996
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933 (the "Act"), an
additional undeterminable number of shares of common stock, par value $.10
per share ("Common Stock"), is being registered to cover any adjustments in
the number of shares of Common Stock issuable under the Enhance Financial
Services Group Inc. 1997 Long-Term Incentive Plan for Key Employees
pursuant to the anti-dilution provisions thereof.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents By Reference.
The following documents filed with the Securities and Exchange
Commission by Enhance Financial Services Group Inc. ("Enhance Financial" or the
"Registrant") are incorporated herein by reference:
(1) Enhance Financial's Annual Report on Form 10-K for the year
ended December 31, 1998;
(2) Enhance Financial's Quarterly Report on Form 10-Q for the
three-month period ended March 31, 1999;
(3) Enhance Financial's Quarterly Report on Form 10-Q for the
three-month period ended June 30, 1999;
(4) Enhance Financial's Quarterly Report on Form 10-Q for the
three-month period ended September 30, 1999; and
(5) the description of the Common Stock contained in Enhance
Financial's Registration Statement filed on Form 8-A.
All documents subsequently filed by Enhance Financial pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that all securities
offered 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 part hereof from the date of filing such documents. Any
statement in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
Registration Statement 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 of this Registration Statement.
ITEM 4. Description of Securities.
Not applicable.
ITEM 5. ]Interest of Named Experts and Counsel.
Certain legal matters with respect to the securities being offered
hereby are being passed upon by Samuel Bergman, Esq., Executive Vice President
and General Counsel of Enhance Financial. As of December 20, 1999, Mr. Bergman
owned 8,700 shares of Common Stock and held options to purchase an additional
273,000 shares.
ITEM 6. Indemnification of Directors and Officers.
As permitted by Section 722 of the New York Business Corporation Law
(the "BCL"), the amended certificate of incorporation of Enhance Financial
eliminates the personal liability of members of its board of directors to
Enhance Financial or its shareholders for monetary damages for violations of
their financial duty of care. Such provision has no effect on the availability
of equitable remedies, such as an injunction or rescission, for breach of
fiduciary duty. In addition, such provision may not and does not
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eliminate or limit the liability of a director for breaching his or her duty of
loyalty, failing to act in good faith, engaging in intentional misconduct or
knowingly violating the law, paying an unlawful dividend or approving an illegal
stock repurchase, or obtaining an improper personal benefit.
Section 6.5 of Enhance Financial's by-laws provides that, except as
prohibited by the BCL, directors and certain other personnel of Enhance
Financial are to be indemnified against expenses and certain other liabilities
arising out of legal actions brought or threatened against them for their
conduct on behalf of Enhance Financial, subject to certain qualifications and
provided that each such person acted in good faith and in a manner that he or
she reasonably believed was in Enhance Financial's best interest and did not
derive any improper financial profit or other advantage.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
Exhibit No. Document
----------- --------
3.1 Restated certificate of incorporation of the registrant
filed with the State of New York on July 7, 1999.
(Incorporated by reference to Exhibit 3.1 to the
registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1999 (the "1999 2Q 10-Q")
3.2 By-laws of the registrant. (Incorporated by reference to
Exhibit 3.2 to Amendment No. 1 filed with the Securities
and Exchange Commission on January 21, 1992 to the
registrant's Registration Statement on Form S-1 (File
No. 33-44322) filed with the Securities and Exchange
Commission on December 11, 1991.)
5 Opinion of Samuel Bergman, Esq. re legality of shares of
Common Stock being registered.
10.2.2 1997 Long-Term Incentive Plan for Key Employees, as
amended and restated as of June 3, 1999. (Incorporated
by reference to Exhibit 10.2.2 to the registrants 1999
2Q 10-Q.)
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Samuel Bergman, Esq. (included in Exhibit 5).
24 Power of Attorney (see pages II-4 and II-5 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 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;
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(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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or 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 the 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 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
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 New York, State of New York, on December 20, 1999.
ENHANCE FINANCIAL SERVICES GROUP INC.
By /s/ DANIEL GROSS
-------------------------------------
Daniel Gross
President and Chief Executive Officer
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Daniel Gross and Samuel Bergman, and each of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, without the other, for him and in his
name, place, and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Enhance Financial Services Group Inc., and any or all
amendments (including post-effective amendments) thereto, relating to the
offering of shares of its Common Stock, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, 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 full 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, their substitute or
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 below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
/s/ DANIEL GROSS President, Chief Executive December 20, 1999
- ------------------------- Officer and Director
Daniel Gross (principal executive officer)
/s/ RICHARD J. LUTENSKI Executive Vice President December 20, 1999
- ------------------------- (principal financial
Richard J. Lutenski officer and principal
accounting officer)
/s/ BRENTON W. HARRIES Director December 20, 1999
- -------------------------
Brenton W. Harries
/s/ DAVID R. MARKIN Director December 20, 1999
- -------------------------
David R. Markin
/s/ JAY A. NOVIK Director December 20, 1999
- -------------------------
Jay A. Novik
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Signatures Title Date
- ---------- ----- ----
/s/ WALLACE O. SELLERS Director December 20, 1999
- -------------------------
Wallace O. Sellers
/s/ RICHARD J. SHIMA Director December 20, 1999
- -------------------------
Richard J. Shima
/s/ ROBERT P. SALTZMAN Director December 20, 1999
- -------------------------
Robert P. Saltzman
/s/ SPENCER R. STUART Director December 20, 1999
- -------------------------
Spencer R. Stuart
/s/ ALLAN R. TESSLER Director December 20, 1999
- -------------------------
Allan R. Tessler
/s/ FRIEDA K. WALLISON Director December 20, 1999
- -------------------------
Frieda K. Wallison
/s/ JERRY WIND Director December 20, 1999
- -------------------------
Jerry Wind
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Exhibit 5
December 21, 1999
Enhance Financial Services Group Inc.
335 Madison Avenue
New York, New York 10017
Ladies and Gentlemen:
I am General Counsel of Enhance Financial Services Group Inc., a New
York corporation (the "Company"), and am rendering this opinion in connection
with the Registration Statement on Form S-8 with exhibits thereto (the
"Registration Statement") filed by the Company under the Securities Act of 1933,
as amended, and the rules and regulations thereunder, relating to the
registration of 3,100,000 shares of common stock, par value $.10 per share (the
"Shares"), of the Company. The Shares are to be issued by the Company pursuant
to the Company's 1997 Long-Term Incentive Plan for Key Employees, as amended and
restated as of June 3, 1999 (the "Plan").
I have participated in the preparation of the Registration Statement
and have reviewed the corporate minutes relating to the issuance of the Shares
pursuant to the Plan and have also examined and relied upon originals or copies,
certified or otherwise authenticated to my satisfaction, of all such corporate
records, documents, agreements, and instruments relating to the Company, and
certificates of public officials and of representatives of the Company, and have
made such investigations of law, and have discussed with representatives of the
Company and such other persons such questions of fact, as I have deemed proper
and necessary as a basis for rendering this opinion.
Based upon, and subject to, the foregoing, I am of the opinion that the
Shares are duly authorized and, upon issuance of the Shares in accordance with
the terms of the Plan, will be, assuming no change in the applicable law or
pertinent facts, validly issued, fully paid, and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, I do not admit that I
am in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Samuel Bergman
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8, pertaining to the Enhance Financial Services Group Inc. 1997 Long-Term
Incentive Plan for Key Employees, of our report dated March 19, 1999, appearing
in the Annual Report on Form 10-K of Enhance Financial Services Group Inc. for
the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
New York, New York
December 20, 1999
