As filed with the Securities and Exchange Commission on October 15, 1998
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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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.)
500 North Akard, Suite 4500
Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
K2 TECHNOLOGIES, INC. 1994 STOCK PLAN
K2 TECHNOLOGIES, INC. 1996 STOCK PLAN
K2 TECHNOLOGIES, INC. 1998 KEY PERSON STOCK OPTION PLAN
(Full title of the plans)
Daniel P. O'Keefe
Senior Vice President, General Counsel and Corporate Secretary
E. W. BLANCH HOLDINGS, INC.
500 North Akard, Suite 4500
Dallas, Texas 75201
(Name and address of agent for service)
(214) 756-7000
(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 offering aggregate Amount of
to be to be price per offering registration
registered (1) Registered share(2) price(2) fee
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Common Stock
($.01 par value) 32,874 $1.57 $51,594.88 $15.22
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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) The proposed maximum offering price per share equals the weighted
average price per share at which the options outstanding under the Plan
may be exercised. The proposed maximum aggregate offering price is
based upon the prices at which the options outstanding under the Plan
may be exercised.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by E.W. Blanch Holdings, Inc. (the
"Company") pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"),
are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1997.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
(c) Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
(d) Current Report on Form 8-K filed on July 30, 1998.
(e) Current Report on Form 8-K filed on July 2, 1998.
(e) 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 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. Any statement contained herein
or in a document all or part of which is incorporated or deemed to be
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 herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such 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.
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
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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 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)
4.3 Rights Agreement dated January 24, 1997 between the Company and
Norwest Bank Minnesota, N.A. as Rights Agent (Incorporated by
reference to Exhibit 1 to the Company's Registration Statement on
Form 8-A, dated January 24, 1997.
5.1 Opinion and Consent of Counsel.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Counsel (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
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424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective 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) above will
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 by the registrant 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 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 Securities Act and is, therefor, 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 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 Dallas, State of Texas, on the 8th day of October,
1998.
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 8th day of October, 1998, 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
- ----------------------------------
Steven G. Rothmeier
* Director
- ----------------------------------
Paul B. Ingrey
* Director
- ----------------------------------
William B. Madden
* Director
- ----------------------------------
Joseph D. Sargent
*By /s/ Daniel P. O'Keefe
- ----------------------------------
Daniel P. O'Keefe
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit Page
------- ----
5.1 Opinion and Consent of Counsel
23.1 Consent of Ernst & Young LLP
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney
EXHIBIT 5.1
[E.W. Blanch Holdings, Inc. Letterhead]
Board of Directors
E. W. Blanch Holdings, Inc.
500 North Akard, Suite 4500
Dallas, Texas 75201
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am the Senior Vice President, General Counsel and Corporate
Secretary of E. W. Blanch Holdings, Inc., a Delaware corporation (the
"Company"), and have advised 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 32,874 shares (the "Shares") of common stock, par value $.01 per share,
of the Company. The Shares will be issuable upon the exercise of currently
outstanding options granted under the K2 Technologies, Inc. 1994 Stock Plan, the
K2 Technologies, Inc. 1996 Stock Plan and the K2 Technologies, Inc. 1998 Key
Person Stock Option Plan (the "Plans").
I have examined such documents and have reviewed such
questions of law as I have considered necessary and appropriate for the purposes
of my opinion set forth below.
In rendering my opinion set forth below, I have assumed the
authenticity of all documents submitted to me as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to me as copies. I 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 my opinion, I have relied upon
certificates of officers of the Company and of public officials.
Based on the foregoing, I am of the opinion that the Shares
have been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plans, and any relevant agreements thereunder,
will be validly issued, fully paid and nonassessable.
My opinions expressed above are limited to the laws of the
State of Delaware.
I 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 Shares.
Dated: October 8, 1998 Very truly yours,
/s/ Daniel P. O'Keefe
Daniel P. O'Keefe
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the K2 Technologies, Inc. 1994 Stock Plan, the K2
Technologies, Inc. 1996 Stock Plan and the K2 Technologies, Inc. 1998 Key Person
Stock Option Plan, of our report dated January 15, 1998 with respect to the
consolidated financial statements of E. W. Blanch Holdings, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1997,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Dallas, Texas
September 30, 1998
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 K2
Technologies, Inc. 1994 Stock Plan, the K2 Technologies, Inc. 1996 Stock Plan
and the K2 Technologies, Inc. 1998 Key Person Stock Option Plan, 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 October 2, 1998
- ------------------------------ Officer, Director
Edgar W. Blanch, Jr.
/s/ Chris L. Walker President, Chief Operating Officer, October 1, 1998
- ------------------------------ Director
Chris L. Walker
/s/ Ian D. Packer Executive Vice President, October 2, 1998
- ------------------------------ Chief Financial Officer
Ian D. Packer
/s/ Frank S. Wilkinson, Jr. Executive Vice President, Director September 29, 1998
- ------------------------------
Frank S. Wilkinson, Jr.
/s/ James N. Land, Jr. Director October 5, 1998
- ------------------------------
James N. Land, Jr.
/s/ Steven G. Rothmeier Director September 30, 1998
- ------------------------------
Steven G. Rothmeier
/s/ Paul B. Ingrey Director September 29, 1998
- ------------------------------
Paul B. Ingrey
/s/ William B. Madden Director September 30, 1998
- ------------------------------
William B. Madden
/s/ Joseph D. Sargent Director October 1, 1998
- ------------------------------
Joseph D. Sargent
</TABLE>
