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As filed with the Securities and Exchange Commission on June 25, 1999
Registration No. 333-77957
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4
Under
THE SECURITIES ACT OF 1933
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RADIAN GROUP INC.
(Exact name of issuer as specified in its charter)
Delaware 23-2691170
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
1601 Market Street
Philadelphia, PA 19103
(215) 564-6600
(Address of principal executive offices)
AMERIN CORPORATION
1992 LONG-TERM STOCK INCENTIVE PLAN
(Full title of the plans)
Howard S. Yaruss
Senior Vice President, Secretary and General Counsel
Radian Group Inc.
1601 Market Street
Philadelphia, PA 19103
(Name and address of agent for service)
(215) 564-6600
(Telephone number, including area code, of agent for service)
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Copy to:
James W. McKenzie, Jr., Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103
(215) 963-4852
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* See Explanatory Note following this cover page
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement on Form S-4
relates to 308,006 shares of the Registrant's common stock originally
registered on the Registrant's Registration Statement on Form S-4 (No.
333-77957) to which this is an amendment, that will not be issued in the merger
described in the Form S-4 and that are issuable with respect to the plan
referred to on the cover page. In the merger described in the Registration
Statement on Form S-4, the Registrant changed its name from CMAC Investment
Corporation to Radian Group Inc. The registration fee in respect of such
shares of common stock was paid at the time of the original filing of the
Registration Statement on Form S-4 relating thereto. In addition, the
Registration Statement also relates to an indeterminate number of shares of
common stock that may be issued upon stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of 1933, as
amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed by the Registrant with the Securities
and Exchange Commission, are incorporated by reference in this Registration
Statement and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1998
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999.
(c) The Registrant's Form 8-K dated as of June 9, 1999.
(d) The prospectus dated May 6, 1999, filed as a part of the
Registrant's registration statement on Form S-4 (Registration No.
333-77957).
(e) All other reports filed by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
the end of the fiscal year covered by the annual report referred to in
(a) above.
(f) The description of the Registrant's Common Stock contained in the
Form 8-A filed on August 24, 1992, including all amendments and reports
updating such description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 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 to be incorporated by reference herein and to be part
hereof from the date of filing of such documents. Any statement contained in any
document, all or a portion of which is incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained or 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. INTERESTS OF NAMED EXPERTS AND COUNSEL.
James W. Jennings, a director of the Registrant, is a partner in the
law firm of Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania, which firm
previously provided an opinion of counsel as to the legality of the securities
being registered hereunder.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b) (7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of directors
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for liability (a) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the DGCL, or (d) for any transaction from which
the director derived an improper personal benefit. Article Eighth of the
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Registrant's Restated Certificate of Incorporation provides that the personal
liability of directors of the Registrant is eliminated to the fullest extent
permitted by Section 102(b) (7) of the DGCL.
Under Section 145 of DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and subject to
certain limitations against certain costs and expenses, including attorneys'
fees actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of being a director or officer of the
corporation if it is determined that the director or officer acted in accordance
with the applicable standard of conduct set forth in such statutory provision.
Article Seventh of the Registrant's Amended and Restated Bylaws provides that
the Registrant will indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding by reason of the fact that he is or was a director, officer or other
authorized representative of the Registrant, or is or was serving at the request
of the Registrant as a director, officer, employee or agent of another entity,
against certain liabilities, costs and expenses. Article Seventh further permits
the Registrant to maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Registrant, or is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another entity, against any liability asserted against such person and incurred
by such person in any such capacity or arising out of his status as such,
whether or not the Registrant would have the power to indemnify such person
against such liability under the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
5 Opinion of Morgan, Lewis & Bockius LLP. (Previously filed).
</TABLE>
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; and
(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 information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
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reports filed by the Company 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 that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose
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 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
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, as amended,
the Registrant has duly caused this Post-Effective Amendment No. 1 on Form S-8
to Registration Statement No. 333-77957 on Form S-4 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Philadelphia,
Commonwealth of Pennsylvania on June 25, 1999.
RADIAN GROUP INC.
By: /s/ Frank P. Filipps
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Name: Frank P. Filipps
Title: Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 on Form S-8 to
Registration Statement No. 333-77957 on Form S-4 has been signed below
by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Frank P. Filipps Chairman of the Board and Chief
- ------------------------------ Executive Officer June 25, 1999
Frank P. Filipps (principal executive officer)
/s/ C. Robert Quint Executive Vice President and Chief
- ------------------------------ Financial Officer (principal June 25, 1999
C. Robert Quint accounting and financial officer)
/s/ Roy J. Kasmar
- ------------------------------ President, Chief Operating Officer June 25, 1999
Roy J. Kasmar and Director
/s/ Herbert Wender Lead Director June 25, 1999
- ------------------------------
Herbert Wender
/s/ James W. Jennings Director June 25, 1999
- ------------------------------
James W. Jennings
/s/ James C. Miller Director June 25, 1999
- ------------------------------
James C. Miller
/s/ Anthony W. Schweiger Director June 25, 1999
- ------------------------------
Anthony W. Schweiger
/s/ David C. Carney Director June 25, 1999
- ------------------------------
David C. Carney
/s/ Dr. Claire M. Fagin Director June 25, 1999
- ------------------------------
Dr. Claire M. Fagin
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Ronald W. Moore Director June 25, 1999
- ------------------------------
Ronald W. Moore
/s/ Larry E. Swedroe Director June 25, 1999
- ------------------------------
Larry E. Swedroe
/s/ Stephen T. Hopkins Director June 25, 1999
- ------------------------------
Stephen T. Hopkins
/s/ Rosemarie B. Greco Director June 25, 1999
- ------------------------------
Rosemarie B. Greco
/s/ Howard B. Culang Director June 25, 1999
- ------------------------------
Howard B. Culang
/s/ Robert W. Richards Director June 25, 1999
- ------------------------------
Robert W. Richards
</TABLE>
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