As filed with the Securities and Exchange Commission on November 18, 1997
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Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
E. W. BLANCH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-1741779
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3500 West 80th Street
Minneapolis, Minnesota 55431
(Address of principal executive offices) (Zip Code)
1993 STOCK INCENTIVE PLAN
of E. W. BLANCH HOLDINGS, INC.
(Full title of the plan)
Daniel P. O'Keefe
Senior Vice President, General Counsel and Corporate Secretary
E. W. BLANCH HOLDINGS, INC.
3500 West 80th Street
Minneapolis, Minnesota 55431
(Name and address of agent for service)
(612) 835-3310
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered (1) Registered share(2) price(2) fee
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Common Stock
($.01 par value) 2,400,000 $32.875 $78,900,000 $23,909.09
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(1) This Registration Statement also relates to the Rights to purchase
fractional shares of Preferred Stock of the Registrant which are
attached to all shares of Common Stock outstanding as of, and issued
subsequent to, January 24, 1997 pursuant to the terms of the
Registrant's Rights Agreement, dated as of January 24, 1997. Until the
occurrence of certain prescribed events, the Rights are not
exercisable, are evidenced by the certificates of Common Stock and will
be transferred with and only with such Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h)(1) and (c), based upon the average of the
high and low prices of the Common Stock as reported on the New York
Stock Exchange on November 11, 1997.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by E. W. Blanch
Holdings, Inc. (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement, as of their respective
dates:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ending March 31, 1997, June 30, 1997 and September 30, 1997;
(c) The Company's Current Report on Form 8-K filed February 7,
1997;
(d) The description of the Company's Common Stock contained in
Item 1 of the Registration Statement on Form 8-A dated March
5, 1993, and any amendment or report filed for the purpose of
updating such description filed subsequent to the date of this
Registration Statement on Form S-8 and prior to the
termination of the offering described herein.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") subsequent to the date hereof 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 remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the
respective dates of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
The description of the Company's Common Stock to be offered
pursuant to this Registration Statement has been incorporated by reference into
this Registration Statement as described in Item 3 of this Part II.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law contains
detailed provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
Article Thirteenth of the Company's Restated Certificate of
Incorporation provides that, to the extent permitted by the Delaware General
Corporation Law, the Company shall indemnify any person made a party to any
action, suit or proceeding by reason of the fact that he or she is or was a
director, officer, employee or agent of the Company. Article Thirteenth further
provides that a director shall not be personally liable to the Company or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
except for liability (a) for any breach of the director's duty of loyalty to the
Company or its stockholders, (b) for acts or omissions not in good faith or
which
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involve intentional misconduct or a knowing violation of law, (c) under the
Delaware statutory provision making directors liable for unlawful dividends or
unlawful stock repurchases or redemptions or (d) for any transaction from which
the director derived an improper personal benefit.
A provision regarding indemnification of officers and
directors of the Company to the extent permitted by Section 145 of the Delaware
General Corporation Law is contained in the Company's Bylaws.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
No securities are to be reoffered or resold pursuant to this
Registration Statement.
Item 8. EXHIBITS.
4.1 Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1996)
4.2 Bylaws (incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement on Form S-1,
Registration No. 33-59198)
5.1 Opinion and Consent of Dorsey & Whitney LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit
5.1)
24.1 Power of Attorney
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 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 Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a
20%
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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) above will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act 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
Exchange Act 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 Securities Act of 1933 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
other 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 of 1933 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 Minneapolis, State of Minnesota, on the 14th day
of November, 1997
E. W. Blanch Holdings, Inc.
By /s/ Daniel P. O'Keefe
-----------------------------------------
Daniel P. O'Keefe
Senior Vice President, General Counsel
and Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on the 14th day of November, 1997,
by the following persons in the capacities indicated.
Signature Title
--------- -----
* Chairman of the Board, Chief Executive
- ----------------------- Officer and Director
Edgar W. Blanch, Jr.
* President, Chief Operating Officer
- ----------------------- and Director
Chris L. Walker
* Executive Vice President and Chief
- ----------------------- Financial Officer
Ian D. Packer
* Executive Vice President and Director
- -----------------------
Frank S. Wilkinson, Jr.
* Director
- -----------------------
James N. Land, Jr.
* Director
- -----------------------
William B. Madden
* Director
- -----------------------
Joseph D. Sargent
*By /s/ Daniel P. O'Keefe
----------------------
Daniel P. O'Keefe
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Page
- ------- ----
4.1 Restated Certificate of Incorporation Previously Filed
4.2 Bylaws Previously Filed
5.1 Opinion and Consent of Dorsey & Whitney LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
24.1 Power of Attorney
EXHIBIT 5.1
[Dorsey & Whitney LLP Letterhead]
E. W. Blanch Holdings, Inc.
3500 West 80th Street
Minneapolis, Minnesota 55431
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to E. W. Blanch Holdings, Inc., a
Delaware corporation (the "Company"), in connection with a registration
statement on Form S-8 relating to the sale by the Company from time to time of
up to 2,400,000 shares (the "Shares") of common stock, par value $.01 per share,
of the Company. The shares will be issuable under the 1993 Stock Incentive Plan
of E. W. Blanch Holdings, Inc. (the "Plan").
We have examined such documents and have reviewed such
questions of law as we have considered necessary and appropriate for the
purposes of our opinions set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares
have been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plan, and any relevant agreements thereunder,
will be validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the
State of Delaware.
We hereby consent to the filing of this opinion as an exhibit
to the registration statement on Form S-8 of the Company relating to the Plan.
Dated: November 14, 1997 Very truly yours,
GLT /s/ Dorsey & Whitney LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1993 Stock Incentive Plan of E. W. Blanch Holdings, Inc.
of our report dated January 24, 1997 except for Note 15, as to which the date is
February 21, 1997, with respect to the consolidated financial statements of E.
W. Blanch Holdings, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Minneapolis, Minnesota
November 13, 1997
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Edgar W. Blanch, Jr. and
Daniel P. O'Keefe (each with full power to act alone), 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 a Registration Statement on Form S-8 and any or all
amendments (including post-effective amendments) thereto, with respect to the
1993 Stock Incentive Plan of E. W. Blanch Holdings, Inc., 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, and each of them, full power and authority to do and perform each and
every act and thing requisite or 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 their or
his substitutes, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Edgar W. Blanch, Jr. Chairman of the Board, Chief Executive November 5, 1997
- -------------------------- Officer and Director
Edgar W. Blanch, Jr.
/s/ Chris L. Walker President, Chief Operating Officer November 5, 1997
- -------------------------- and Director
Chris L. Walker
/s/ Ian D. Packer Executive Vice President and November 7, 1997
- -------------------------- Chief Financial Officer
Ian D. Packer
/s/ Frank S. Wilkinson, Jr. Executive Vice President and Director November 5, 1997
- --------------------------
Frank S. Wilkinson, Jr.
/s/ James N. Land, Jr. Director November 3, 1997
- --------------------------
James N. Land, Jr.
Director November , 1997
- --------------------------
Steven G. Rothmeier
Director November , 1997
- --------------------------
Paul B. Ingrey
/s/ William B. Madden Director November 4, 1997
- --------------------------
William B. Madden
/s/ Joseph D. Sargent Director November 3, 1997
- --------------------------
Joseph D. Sargent
</TABLE>
