As filed with the Securities and Exchange Commission on August 18, 1998
Registration No. 333-_______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-------------------------
ARM Financial Group, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 61--1244251
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
515 West Market Street
Louisville, Kentucky 40202
(Address of Principal Executive Offices)
ARM Financial Group, Inc. Savings Plan
(Full title of the plans)
-------------------------
John R. McGeeney
ARM Financial Group, Inc.
515 West Market Street
Louisville, Kentucky 40202
(Name and address of agent for service)
(502) 582-7900
(Telephone number, including area code, of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share Offering Price Fee
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
Class A Convertible Common Stock 200,000 (1) $ 19.25 (2) $ 3,850,000 (2) $ 1135.75
par value $.01 per share
===========================================================================================================================
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933
(the "Securities Act"), as amended, this Registration Statement covers an
indeterminate amount of interests to be offered or sold pursuant to the ARM
Financial Group, Inc. Savings Plan.
(2) The price shown is the average of the high and low prices of the Class A
Convertible Common Stock on the New York Stock Exchange consolidated
reporting system on August 11, 1998, in accordance with Rule 457(c), and
is being utilized solely for the purpose of calculating the registration
fee.
</FN>
</TABLE>
<PAGE>
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- --------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act, and the "Note" to Part I of Form S-8.
2
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by ARM Financial Group, Inc.
(the "Registrant"), are incorporated by reference in this Registration
Statement:
(a) the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997;
(b) the Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998; and
(c) the description of the Registrant's Class A Convertible
Common Stock, par value $.01 per share (the "Common Stock"), contained
in the Registrant's Registration Statement on Form 8-A (File No.
001-12294) for registration of such Common Stock under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
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 which indicates that all securities offered 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 part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
3
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides,
in summary, that directors and officers of Delaware corporations are entitled,
under certain circumstances, to be indemnified against all expenses and
liabilities (including attorneys' fees) incurred by them as a result of suits
brought against them in their capacity as a director or officer, if they acted
in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, if they had no reasonable cause to believe their conduct
was unlawful; provided that no indemnification may be made against expenses in
respect of any claim, issue or matter as to which they shall have been adjudged
to be liable to the corporation, unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, they are fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper. Any such indemnification may be made by the
corporation only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnity has met the applicable standard of conduct.
The Certificate of Incorporation of the Registrant (the
"Certificate of Incorporation") provides that no director of the Registrant
shall be personally liable to the Registrant or its stockholders for monetary
damages for any breach of fiduciary duty as a director, except for liability:
(i) for any breach of the director's duty of loyalty to the Registrant or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) in respect of
certain unlawful dividend payments or stock redemptions or purchases or (iv) for
any transaction from which the director derived an improper personal benefit.
The Certificate of Incorporation and the By-laws of the
Registrant provide for indemnification of its directors and officers to the
fullest extent permitted by Delaware law, as the same may be amended from time
to time. In addition, Morgan Stanley Dean Witter & Co. ("MSDW") indemnifies
those directors of the Registrant who are also employees of Morgan Stanley & Co.
Incorporated.
In addition, the Registrant and MSDW maintain directors' and
officers' liability insurance for their respective directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
4
<PAGE>
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
4.1 Form of Restated Certificate of Incorporation of ARM Financial
Group, Inc. (incorporated by reference to the Registrant's
Registration Statement on Form S-1 (File No. 333-14693)).
4.2 Form of Second Amended and Restated By-laws of ARM Financial
Group, Inc. (incorporated by reference to the Form 10-Q filed
by the Registrant on May 15, 1998).
23 Consent of Ernst & Young LLP.
24 Powers of Attorney (included on signature page).
In addition, the Registrant undertakes that it will submit the
ARM Financial Group, Inc. Savings Plan and any amendments thereto to the
Internal Revenue Service (the "IRS") in a timely manner and will make all
changes required by the IRS in order to qualify such plan under Section 401 of
the Internal Revenue Code.
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
to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
(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 that time shall be
deemed to be the initial bona fide offering thereof; and
(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 further 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 15(d) of the
Exchange Act (and each filing of an employee
5
<PAGE>
benefit plan's annual report pursuant to 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 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.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Louisville, Commonwealth of Kentucky on the 18th
day of August, 1998.
ARM FINANCIAL GROUP, INC.
By: /s/ Martin H. Ruby
-----------------------------------------
Name: Martin H. Ruby
Title: Chairman of the Board of Directors
and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
Each of the undersigned whose signature appears below hereby
constitutes and appoints Martin H. Ruby and Robert H. Scott his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) and supplements to this
Registration Statement and any and all related registration statements necessary
to register additional securities, 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 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.
7
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the indicated capacities on August 18, 1998.
Signature Title
--------- -----
/s/ Martin H. Ruby Chairman of the Board of
- ---------------------------------- Directors and Chief Executive
Martin H. Ruby Officer (Principal Executive Officer)
/s/ Edward L. Zeman Executive Vice President--
- ---------------------------------- Chief Financial Officer
Edward L. Zeman (Principal Financial Officer)
/s/ Barry G. Ward Controller (Principal Accounting
- ---------------------------------- Officer)
Barry G. Ward
/s/ Dudley J. Godfrey, Jr. Director
- ----------------------------------
Dudley J. Godfrey, Jr.
/s/ Edward D. Powers Director
- ----------------------------------
Edward D. Powers
/s/ Colin F. Raymond Director
- ----------------------------------
Colin F. Raymond
/s/ John R. Lindholm Director
- ----------------------------------
John R. Lindholm
/s/ Irwin T. Vanderhoof Director
- ----------------------------------
Irwin T. Vanderhoof
8
<PAGE>
ARM FINANCIAL GROUP, INC. SAVINGS PLAN. Pursuant to the
requirements of the Securities Act of 1933, as amended, the trustee (or other
persons who administer the employee benefit plan) has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of the Commonwealth of Louisville, Kentucky, on the
18th day of August, 1998.
ARM FINANCIAL GROUP INC. SAVINGS PLAN
BY: /s/ Allen D. Purnell Jr.
-------------------------------
Name: Allen D. Purnell Jr.
Title: Human Resources Officer
9
<PAGE>
Exhibit Index
Exhibit No. Description of Document
4.1 Form of Restated Certificate of Incorporation of
ARM Financial Group, Inc. (incorporated by
reference to the Registrant's Registration Statement
on Form S-1 (File No. 333-14693)).
4.2 Form of Second Amended and Restated By-laws of
ARM Financial Group, Inc. (incorporated by
reference to the Form 10-Q filed by the Registrant on
May 15, 1998).
23 Consent of Ernst & Young LLP.
24 Powers of Attorney (included on signature page).
10
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the ARM Financial Group, Inc. Savings Plan of our reports
dated February 10, 1998, with respect to the consolidated financial statements
and financial statement schedules of ARM Financial Group, Inc. included 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
Louisville, Kentucky
August 12, 1998
