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As filed with the Securities and Exchange Commission on November 7, 1996
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TIG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3172455
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
65 EAST 55TH STREET
28TH FLOOR
NEW YORK, NY 10022
(Address of Principal Executive Offices)
TIG HOLDINGS, INC.
1996 LONG-TERM INCENTIVE PLAN
TIG HOLDINGS, INC.
1996 NON-EMPLOYEE DIRECTORS
COMPENSATION PROGRAM
TIG HOLDINGS, INC.
SEPTEMBER 1996 CONSULTANT STOCK OPTION AGREEMENT
PETER M. ACTON
65 EAST 55TH STREET
28TH FLOOR
NEW YORK, NY 10022
(Name and address of agent for service)
(212) 446-2700
(Telephone number, including area code,
of agent for service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities to Amount to be Offering Aggregate Amount of
be Registered Registered(1) Price Per Offering Registration
Share(2) Price(2) Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common
Stock (par 3,000,000 shares $28.625 $85,875,000 $29,613
value $.01
per share)
=========================================================================================================================
</TABLE>
(1) There are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of the operation of the
anti-dilution provisions of the TIG Holdings, Inc. 1996 Long-Term Incentive
Plan, the TIG Holdings, Inc. 1996 Non-Employee Directors Compensation Program
and the TIG Holdings, Inc. September 1996 Consultant Stock Option Agreement.
(2) Estimated, in accordance with Rule 457(c) under the Securities Act, solely
for the purpose of calculating the registration fee. The Proposed Maximum
Offering Price Per Share and the Proposed Maximum Aggregate Offering Price are
based on the average of the high and low prices of the Common Stock as reported
on the composite reporting system for stocks listed on the New York Stock
Exchange on November 6, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference in this Registration
Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1995 (the "Annual Report").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the Annual Report.
(c) The Registrant's Registration Statement on Form 8-A, filed pursuant to
Section 12(b) of the Exchange Act, which contains a description of the Common
Stock, including any amendment or report filed for the purpose of updating such
description.
All 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 to this Registration Statement 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 in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's fiduciary duty of loyalty to the
corporation or its stockholders (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions), or
(iv) for any transaction from which the director derived an improper personal
benefit. The Registrant's Amended and Restated Certificate of Incorporation
contains provisions permitted by Section 102(b)(7) of the DGCL.
Reference is made to Section 145 of DGCL which provides that a corporation
may indemnify any persons, including directors and officers, who are, or are
threatened to be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonable incurred
by such person in connection with such action, suit or proceeding, provided such
director, officer, employee or agent acted in good faith and in a manner he
reasonable believed to be in or not opposed to the
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corporation's best interests and, with respect to any criminal action or
proceedings had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify directors and/or officers in an action or
suit by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the director
or officer is adjudged to be liable to the corporation. Where a director or
officer is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such director or officer actually and reasonably incurred.The
Registrant's bylaws, as amended, requires indemnification of directors and
officers of the Registrant as permitted by the DGCL.
The Registrant may maintain liability insurance to protect each director and
officer of the Registrant or another entity against any expense, liability or
loss, whether or not the Registrant would have the power to indemnity such
persons against such expense, to indemnity such person against such expense,
liability or loss under the DGCL.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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<CAPTION>
Exhibit Number Description
<S> <C> <C>
5 Opinion of Peter M. Acton, General Counsel of the
Registrant, regarding legality of securities being
registered (including consent).
23.1 Consent of Peter M. Acton (included as part of
Exhibit 5)
23.2 Consent of Independent Auditors.
24 Powers of Attorney.
</TABLE>
Item 9. Undertakings.
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, (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. Clauses (i) and (ii) do not
apply if the information required to be included in a post-effective amendment
by those clauses is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Exchange Act that incorporated by reference in the registration statement.
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(2) That, for the purpose of determining any liability under the Securities
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 the time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 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.
Insofar as indemnification for liabilities arising under the Securities Act
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 Securities 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 Securities 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 this 7th day of
November, 1996.
TIG HOLDINGS, INC.
By: /S/ Jon W. Rotenstreich
-------------------------------------
Name: Jon W. Rotenstreich
Title: Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person on November 7th,
1996 in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title(s) Date
- --------- -------- ----
<S> <C> <C>
* Chairman of the Board and Chief Executive November 7, 1996
- ------------------------------ Officer and Director (Principal Executive
Jon W. Rotenstreich Officer)
*
- ------------------------------
Don D. Hutson President, Chief Operating Officer and Director November 7, 1996
* Executive Vice President and Chief Financial November 7, 1996
- ------------------------------ Officer (Principal Financial Officer)
Edwin G. Pickett
*
- ------------------------------
Steven A. Cook Controller (Principal Accounting Officer) November 7, 1996
*
- ------------------------------
George B. Beitzel Director November 7, 1996
*
- ------------------------------
William G. Clark Director November 7, 1996
*
- ------------------------------
Joel S. Ehrenkranz Director November 7, 1996
*
- ------------------------------
George D. Gould Director November 7, 1996
*
- ------------------------------
William W. Priest, Jr. Director November 7, 1996
</TABLE>
-5-
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<TABLE>
<CAPTION>
Signature Title(s) Date
<S> <C> <C>
*
- ------------------------------
Harold Tanner Director November 7, 1996
* By Power of Attorney
/s/ Louis J. Paglia November 7, 1996
-------------------------------------------
Louis J. Paglia
Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page No.
<C> <C> <S>
5 Opinion of Peter M. Acton, General
Counsel to the Registrant, regarding legality of
securities being registered (including consent).
23.1 Consent of Peter M. Acton (included as part of Exhibit 5)
23.2 Consent of Independent Auditors.
24 Power of Attorney.
</TABLE>
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Exhibit 5
November 7, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N. W.
Washington, D.C. 20549
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
I am the General Counsel of TIG Holdings, Inc., a Delaware corporation
(the "Company"). This opinion is provided in connection with the preparation and
filing of a Registration Statement on Form S-8 (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission"), with respect to
the registration under the Securities Act of 1933, as amended (the "Act"), of an
aggregate of 3,000,000 shares (the "Shares") of common stock, par value $.01 per
share, to be issued pursuant to the Company's 1996 Long-Term Incentive Plan, the
Company's 1996 Non-Employee Directors Compensation Program and the Company's
September 1996 Consultant Stock Option Agreement (collectively, the "Plans").
As such counsel and in connection with the registration of the shares,
I have reviewed or caused to be reviewed copies of the Registration Statement,
the Plans, the Company's Certificate of Incorporation, as amended and restated,
the Company's By-Laws and such documents and records as I have deemed necessary
to enable me to express the opinions hereinafter set forth. In such review, I
have assumed the genuineness of all signatures of all persons signing the
Registration Statement, the authenticity of all documents submitted to me as
originals and the conformity to authentic original documents of all documents
submitted to me as certified, conformed or photostat copies.
Based upon the foregoing, and further subject to the penultimate
paragraph of this letter, I am of the opinion that the shares covered by the
Registration Statement, following the issuance of such shares and the payment
therefor, in each case, in accordance with the terms stated in each of the
Plans, will be validly issued, fully paid and non-assessable.
I am a member of the bar of the State of New York, and I do not express
any opinion herein concerning any laws other than the federal law of the United
States and the General Corporation Law of the State of Delaware.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Peter M. Acton
------------------
Peter M. Acton
General Counsel
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the TIG Holdings, Inc. 1996 Long-Term Incentive Plan, the
TIG Holdings, Inc. 1996 Non-Employee Directors Compensation Program and the TIG
Holdings, Inc. September 1996 Consultant Stock Option Agreement of our report
dated February 2, 1996, except for Note P, as to which the date is February 22,
1996, with respect to the consolidated financial statements and schedules of TIG
Holdings, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1995 filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
October 31, 1996
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Exhibit 24
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Jon W. Rotenstreich, Don D.
Hutson and Louis J. Paglia his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
such person's name, place and stead in any and all capacities, to sign a
registration statement on Form S-8 (the "Registration Statement"), with respect
to the registration under the Securities Act of 1933, as amended, of an
aggregate of 3,000,000 shares of common stock, par value $.01 per share of TIG
Holdings, Inc. (the "Corporation"), to be issued pursuant to the Corporation's
1996 Long-Term Incentive Plan, the Corporation's 1996 Non-Employee Directors
Compensation Program and the Corporation's September 1996 Consultant Stock
Option Agreement, and any or all amendment(s) to the Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, 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 for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Dated: September 19, 1996
<TABLE>
<CAPTION>
<S> <C>
/s/ Chairman of the Board, Chief Executive Officer
- ----------------------------- and Director (Principal Executive Officer)
Jon W. Rotenstreich
/s/ President, Chief Operating Officer
- ----------------------------- and Director
Don D. Hutson
s/ Executive Vice-President and Chief
- ----------------------------- Financial Officer (Principal Financial Officer)
Edwin G. Pickett
/s/ Controller (Principal Accounting Officer)
- -----------------------------
Steven A. Cook
/s/
- -----------------------------
George B. Beitzel Director
/s/
- -----------------------------
William G. Clark Director
/s/
- -----------------------------
Joel S. Ehrenkranz Director
/s/
- -----------------------------
George D. Gould Director
/s/
- -----------------------------
William W. Priest, Jr. Director
/s/
- -----------------------------
Harold Tanner Director
</TABLE>
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