<PAGE> 1
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
PHILADELPHIA CONSOLIDATED HOLDING CORP.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2202671
(State of incorporation) (I.R.S. Employer Identification No.)
One Bala Plaza, Suite 100, Bala Cynwyd, Pennsylvania 19004
(Address of principal executive offices) (Zip Code)
PHILADELPHIA CONSOLIDATED HOLDING CORP.
EMPLOYEE'S STOCK OPTION PLAN (AMENDED AND RESTATED)
(Full title of the plan)
Mr. James J. Maguire, President
or
Craig P. Keller, Secretary
Philadelphia Consolidated Holding Corp.
One Bala Plaza, Suite 100
Bala Cynwyd, Pennsylvania 19004
(Name and address of agent for service)
(610) 617-7900
(Telephone number, including area code, of agent for service)
Copies to:
Michael M. Sherman, Esquire
Wolf, Block, Schorr and Solis-Cohen
Twelfth Floor Packard Building
15th and Chestnut Streets
Philadelphia, PA 19102
(215) 977-2236
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price Fee
---------------- ------------- -------------- -------------- --------
<S> <C> <C> <C> <C>
Common Stock, 600,000 $34.25 $20,550,000 $6,227.27
No par value
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
this Registration Statement also covers such additional shares as may
hereafter be offered or issued to prevent dilution resulting from
stock splits, stock dividends, recapitalizations or certain other
capital adjustments.
(2) Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of
1933, as amended, represents the average of the high and low prices
for the Common Stock as listed in the Nasdaq National Market of the
Nasdaq Stock Market, Inc. on June 16, 1997.
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INCORPORATION BY REFERENCE
Pursuant to General Instruction E of Form S-8 under the
Securities Act of 1933, as amended, the contents of the Registrant's
Registration Statement on Form S-8, dated July 8, 1994 (Commission File No.
33-81346) are incorporated herein by reference.
II-1
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SIGNATURES AND POWER OF ATTORNEY
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 Bala Cynwyd, Pennsylvania, on this 19th day of June, 1997.
PHILADELPHIA CONSOLIDATED HOLDING CORP.
By: /s/James J. Maguire
--------------------
James J. Maguire
Chairman of the Board, President
and Chief Executive Officer
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KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James J. Maguire and Craig P.
Keller, and each of them, the undersigned's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any and all capacities, to
sign any and all amendments to this Registration Statement (including, without
limitation, post-effective amendments to this 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 to all intents and purposes as the undersigned 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.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated, on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/James J. Maguire Chairman of the Board of Directors, June 19, 1997
- ---------------------------- President and Chief Executive Officer
James J. Maguire (Principal Executive Officer)
/s/ Craig P. Keller Vice President, Chief Financial June 19, 1997
- --------------------------- Officer and Secretary (Principal
Craig P. Keller Financial and Accounting Officer)
/s/Paul R. Hertel, Jr. Director June 18, 1997
- ----------------------------
Paul R. Hertel, Jr.
/s/Roger L. Larson Director June 18, 1997
- ----------------------------
Roger L. Larson
/s/Thomas J. McHugh Director June 18, 1997
- ----------------------------
Thomas J. McHugh
/s/Michael J. Morris Director June 19, 1997
- ----------------------------
Michael J. Morris
</TABLE>
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<TABLE>
<S> <C> <C>
/s/Sean S. Sweeney Director June 19, 1997
- ----------------------------
Sean S. Sweeney
/s/J. Eustace Wolfington Director June 16, 1997
- ----------------------------
J. Eustace Wolfington
</TABLE>
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PHILADELPHIA CONSOLIDATED HOLDING CORP.
EMPLOYEE'S STOCK OPTION PLAN
(AMENDED AND RESTATED)
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT METHOD OF FILING
- ----------- -------- ----------------
<S> <C> <C>
4 Philadelphia Consolidated Holding Corp. Employee's
Stock Option Plan (Amended and Restated). *
5 Opinion of Wolf, Block, Schorr and Solis-Cohen. *
23.1 Consent of Coopers & Lybrand, L.L.P.,
independent accountants. *
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen
(contained in Exhibit 5). *
24 Power of Attorney (included on signature page in
Part II of the Registration Statement). *
</TABLE>
* Filed electronically herewith.
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EXHIBIT 4
PHILADELPHIA CONSOLIDATED HOLDING CORP.
EMPLOYEE'S STOCK OPTION PLAN
(Amended and Restated)
Philadelphia Consolidated Holding Corp., a Pennsylvania
corporation (referred to herein, along with its subsidiaries, as appropriate, as
the "Company"), hereby amends and restates its Employees' Stock Option Plan
(formerly, the Philadelphia Consolidated Holding Corp. Key Employee's Stock
Option Plan, referred to herein as the "Plan") to read in its entirety as
follows:
1. Purpose. The purpose of the Plan is to secure for the Company
the benefits of the additional incentive inherent in the ownership of its Common
Stock by selected employees of the Company and its subsidiaries, and to help the
Company and its subsidiaries secure and retain the services of such employees.
2. Stock Option Committee. The Plan shall be administered by the
Company's Compensation Committee, and/or by another committee or committees as
may be designated by the Company's Board of Directors, or by the Company's Board
of Directors itself (any such committee or committees and the Board of Directors
in its capacity as administrative committee for the Plan are referred to herein
as the "Committee"). The Committee shall, to the extent possible and to the
extent the Board of Directors determines it to be appropriate, consist of two or
more members of the Board of Directors who qualify as "Non-employee Directors."
For these purposes, the term "Non-employee Director" means a member of the
Company's Board of Directors who qualifies both as a "non-employee" director as
that term is defined in paragraph (b)(3) of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, and as an "outside" director as that term is
defined in Treasury Regulation Section 1.162-27.
3. Employee Options. The Committee shall have the authority and
responsibility, within the limitations of the Plan, to determine the employees
to whom stock options ("Employee Options") are to be granted pursuant to this
paragraph 3, the number of shares that may be purchased under each Employee
Option, and the exercise price of the Option (the "Option Price").
Notwithstanding anything contained herein to the contrary, no employee shall be
granted Employee Options to acquire more than one hundred thousand (100,000)
shares of Company Common Stock during any calendar year.
In determining the employees to whom Options shall be granted and
number of shares to be covered by each such Employee Option, the Committee shall
take into consideration the employee's present and potential contribution to the
success of the Company and its subsidiaries and such other factors as the
Committee may deem proper and relevant. Employees who are also officers or
directors of the Company or its subsidiaries shall not by reason of such offices
be ineligible to receive Employee Options under the Plan; members of the
Committee shall, however, be ineligible to receive Employee Options under this
Plan.
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An employee receiving any Employee Option is hereafter referred
to as an "Employee Optionee". Any reference herein to the employment of an
Employee Optionee with the Company shall include his employment with the Company
or any of its subsidiaries.
4. Stock Subject to Options. Subject to adjustment in accordance
with paragraph 12, options to purchase a total of 1,237,500 shares of Common
Stock (taking into account options previously granted under this Plan prior to
this amendment and restatement) are authorized for issuance under this Plan. If,
and to the extent that, stock options granted under this Plan ("Options")
terminate or expire without the Options being exercised, new options may be
granted with respect to the shares covered by such terminated or expired Options
provided that the granting and terms of such new Options shall in all respects
comply with the provision of this Plan.
Shares distributed under this Plan may be shares of Common Stock
purchased by the Company for use with respect to the Plan or otherwise, shares
of the Company's authorized and unissued Common Stock, shares of the Company's
issued Common Stock held in the Company's treasury, or any combination of such
shares.
There shall be reserved at all times for issuance under this Plan
a number of shares of Common Stock (either authorized and unissued shares or
shares held in the Company's treasury, or both) equal to the maximum number of
shares which may be distributed under this Plan.
5. Option Price of Each Employee Option. The Option Price of each
Option shall be the fair market value of a share of the Company's Common Stock
at the time the Option is granted, as determined by the Committee. For these
purposes, the fair market value of the Common Stock shall be equal to the
closing price of the Common Stock on the day of grant as reported on the
National Market System of the National Association of Securities Dealers, Inc.
Automated Quotation System, or as reported on such other stock exchange,
wherever the Common Stock may be listed, on such date as reported in the Wall
Street Journal, or if there is no closing price reported, then fair market value
of the Common Stock shall mean the average between the closing bid and asked
prices for the Common Stock on such date as reported. If there are no sales
reports or bid or asked quotations, as the case may be, for a given date, the
closest preceding date on which there were sales reports or bid or asked
quotations shall be used, as applicable and as the Committee may determine.
6. Expiration and Termination of the Plan. Options may be granted
under this Plan at any time and from time to time, and such Options shall remain
in effect until they have been exercised or have terminated pursuant to
paragraph 8 below. This Plan may be terminated or modified at any time by the
Company's Board of Directors except with respect to any Options then outstanding
under the Plan; provided that the approval of the Company's shareholders shall
be required for each amendment that would materially increase the benefits
accruing to participants under this plan, increase the number of shares which
may be issued
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under this Plan, or materially modify the requirements as to eligibility for
participation in this Plan.
No modification, extension, renewal or other change in any Option
granted under this Plan shall be made after the grant of such Option, unless the
same is consistent with the provisions of this Plan.
7. Exercisability and Duration of Options.
(a) An Employee Option granted under this Plan shall become
exercisable in accordance with such schedule or terms as
may be determined at the discretion of the Committee and
as set forth in the documentation provided to the Employee
at the time an Employee Option is granted.
(b) The unexercised portion of any Employee Option granted
under this Plan shall automatically and without notice
terminate and become null and void at the time of the
earliest to occur of the following:
(1) the expiration of ten years from the date on which
such option was granted;
(2) the expiration of 30 days from the date of
not-for-cause termination of the Optionee's
employment with the Company; provided that if the
Optionee shall die during such 30 day period the
provisions of sub-paragraph (3) below shall apply;
(3) the expiration of six months following the issuance
of letters testamentary or letters of
administration to the executor or administrator of
a deceased Optionee, if the Optionee's death occurs
either during his employment with the Company or
during the 30 day period following the date of a
not-for-cause termination of such employment, but
not later than one year after the Optionee's death;
(4) the termination of the Optionee's employment with
the Company for cause, including breach by the
Optionee of an employment agreement with the
Company or any of its subsidiaries or the
Optionee's commission of a felony or misdemeanor
(whether or not prosecuted) against the Company or
any of its subsidiaries;
(5) the expiration of such period of time or the
occurrence of such event as the Committee in its
discretion may provide upon the granting thereof.
3
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(c) Notwithstanding any other provision of this Plan to the
contrary, Employee Options, whenever granted, that became
immediately exercisable upon the Company's consummation of
its initial public offering shall not by reason thereof be
deemed to conflict with the provisions of this Plan; and
Employee Options granted prior to the effective date of
the registration statement under the Securities Exchange
Act of 1934 with respect to the Company's Common Stock
pursuant to a delegation of authority from the Committee
shall not be deemed to conflict with the provisions of
this Plan by reason of such delegation.
8. Exercise of Options. Options granted under this Plan shall be
exercised by the Optionee (or by his executors and administrators, as provided
in paragraph 9) as to all or part of the shares covered thereby, by the giving
of written notice of the exercise thereof to the Company at its principal
business office, specifying the number of shares to be purchased and specifying
a business day not more than 15 days from the date such notice is given, for the
payment of the purchase price, by certified or cashier's check or wire transfer,
against delivery of the shares being purchased. At the discretion of the
Committee, an Optionee can be required to provide up to five business days
notice of his or her intention to exercise an Option; provided, however, that if
notice is given prior to the termination date of an Option, the Option shall not
terminate merely by reason of the subsequent occurrence of the termination date
during the five day notice period. The giving of such written notice to the
Company shall constitute an irrevocable election to purchase the number of
shares specified in the notice, which may be specifically enforced by the
Company.
The Company shall cause certificates for the shares so purchased
to be delivered to the Optionee or his executors or administrators at its
principal business office, against payment of the purchase price, on the date
specified in the notice of exercise, subject to an amount equal to the income
taxes required to be withheld by the Company from the Optionee with respect to
such purchase being paid to the Company on such date.
Notwithstanding anything contained herein to the contrary, the
Committee may provide in the option documents provided with respect to any
Option granted under the Plan for alternative means whereby the Option may be
exercised, including, but not limited to withholding a number of shares
otherwise transferable to the Optionee for the purpose of satisfying any
applicable withholding obligations or for payment of the Option Price and
permitting any other method of "cashless" exercise, such provisions to be
included and/or limited at the sole discretion of the Committee.
9. Nontransferability of Option. No Option granted under this
Plan shall be transferable by the Optionee other than to the Optionee's
executors or administrators by will or the laws of descent and distribution.
Notwithstanding the foregoing, any Option may be transferred (i) pursuant to the
terms of a "qualified domestic relations order," within the meaning of Sections
401(a)(13) and 414(p) of the Code or within the meaning of Title I of the
Employee Retirement Income Security Act of 1974, as amended, or (ii), to the
extent provided for in the
4
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option documents provided with respect to any Option granted under the Plan, at
the discretion of the Committee, by the Optionee to his or her children,
grandchildren or spouse or to one or more trusts for the benefit of such family
members or to partnerships in which such family members are the only partners,
provided that the Optionee receives no consideration for a Family Transfer and
provided further that any Options so transferred continue to be subject to the
same terms and conditions that were applicable to such Options immediately prior
to the transfer.
In the event of the Optionee's death during his employment with
the Company, his Option shall, unless previously transferred as specifically
permitted under this Paragraph 9, be exercisable thereafter in accordance with
the terms and conditions of the Option only by his or her executors or
administrators.
10. Rights of Optionee. Neither the Optionee nor his executors or
administrators shall have any of the rights of a stockholder of the Company with
respect to the shares subject to any Option until certificates for such shares
shall have been issued and distributed.
11. Right to Terminate. Nothing in this Plan shall confer upon
any Optionee the right to continue as an employee or director of the Company or
affect the right of the Company or any of its subsidiaries to terminate the
Optionee's employment or directorship at any time, subject, however, to
applicable law and the provisions of any agreement of employment between the
Company or any of its subsidiaries and the Optionee.
12. Adjustment Upon Changes in Capitalization, etc.. In the event
of any stock split, stock dividend, reclassification or recapitalization which
changes the character or amount of the Company's outstanding Common Stock while
any portion of any Option theretofore granted under this Plan is outstanding but
unexercised, the Committee shall make such adjustments in the character and
number of shares subject to the Option and in the Option Price as shall be
equitable and appropriate in order to make the Option as nearly as may be
practicable equivalent to such Option immediately prior to such change; provided
that no such adjustment shall give the Optionee any additional benefits under
his Option.
If the Company participates in any transaction resulting in a
corporate merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the Board of Directors of the Company or any
surviving or acquiring corporation shall take such action as is equitable and
appropriate to substitute a new stock option for the old one, or to assume the
old option, in order to make the new option, as nearly as may be practicable,
equivalent to the old option.
If any such change or transaction shall occur, the number and
kind of shares for which stock options may thereafter be granted under the Plan
shall be adjusted to give effect thereto.
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13. Form of Agreements with Optionee. Each Option granted under
this Plan shall be substantially in a form to be drafted by the Committee
consistent with the provisions of this Plan.
14. Purchase for Investment and Legality. The Optionee, by his
acceptance of an Option granted under this Plan, shall represent and warrant to
the Company that his purchase and receipt of shares of Common Stock thereunder
shall be for investment and not with a view to distribution, provided that such
representation and warranty shall be inoperative if, in the opinion of counsel
to the Company, a proposed sale or distribution of such shares is pursuant to an
applicable effective registration statement under the Securities Act of 1933 or
is exempt from registration under such Act.
The obligation of the Company to issue shares upon the exercise
of an Option shall also be subject as conditions precedent to compliance with
applicable provisions of the Securities Act of 1933, the Securities Exchange Act
of 1934, state securities laws, rules and regulations under any of the foregoing
and applicable requirements of any securities exchange or market upon which the
Company's securities shall be listed.
The Company may endorse an appropriate legend referring to the
foregoing restrictions upon the certificate or certificates representing any
shares issued or transferred to the Optionee upon the exercise of any Option
granted under this Plan.
15. Withholding. The Company may make such provisions as it may
deem appropriate for the withholding of any taxes or payment of any taxes which
it determines it may be required to withhold or pay in connection with any
Shares. The obligation of the Company to deliver certificates under this Plan is
conditioned upon the satisfaction of the provisions set forth in the preceding
sentence.
16. Effective Date of Plan. This amended and restated Plan shall
become effective upon its adoption by the Board of Directors of the Company,
subject however to its approval by the Company's stockholders after the date of
such adoption.
6
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[WOLF, BLOCK, SCHORR and SOLIS-COHEN LETTERHEAD]
EXHIBIT 5
June 19, 1997
Philadelphia Consolidated Holding Corp.
One Bala Plaza
Suite 100
Bala Cynwyd, PA 19004
RE: Registration Statement on Form S-8 Relating to the
Philadelphia Consolidated Holding Corp. Employee's Stock
Option Plan (Amended and Restated)
Ladies and Gentlemen:
As counsel to Philadelphia Consolidated Holding Corp., a
Pennsylvania corporation (the "Company"), we have assisted in the preparation of
a Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to 600,000 shares of the Company's Common Stock, no par value
(the "Common Stock"), that may be issued under the Philadelphia Consolidated
Holding Corp. Employee's Stock Option Plan (Amended and Restated) (the "Plan").
In this connection, we have examined the Company's Articles of
Incorporation and Bylaws, the Plan and such other documents and corporate
records relating to the Company and the issuance of the Common Stock as we have
deemed appropriate. In all examinations of documents, instruments and other
papers, we have assumed the genuineness of all signatures on original and
certified documents and the conformity with original and certified documents of
all copies submitted to us as conformed, photostatic or other copies. As to
matters of fact which have not been independently established, we have relied
upon representations of officers of the Company.
Based upon the foregoing, it is our opinion that the shares of
Common Stock offered and to be offered under the Plan are duly authorized and,
when issued and sold pursuant to the terms of the Plan, will be legally issued,
fully paid and non-assessable.
BLUE BELL, PA - CAMDEN, NJ - HARRISBURG, PA - NORRISTOWN, PA - WILMINGTON, DE
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Philadelphia Consolidated Holding Corp.
June 19, 1997
Page 2
We hereby expressly consent to the inclusion of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
/s/WOLF, BLOCK, SCHORR and SOLIS-COHEN
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Philadelphia Consolidated Holding Corp. and Susidiaries on Form S-8 of our
report dated February 7, 1997, on our audits of the consolidated financial
statements and financial statement schedules of Philadelphia Consolidated
Holding Corp. and Subsidiaries as of December 31, 1996 and 1995 and for each of
the three years in the period ended December 31, 1996 which report is
incorporated by reference in the Annual Report on Form 10-K.
/s/ Coopers & Lybrand, L.L.P.
- -----------------------------
Coopers & Lybrand, L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
June 19, 1997
