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Previous: AMERICAN DREAM ENTERTAINMENT INC, NT 10-Q, 2001-01-16 |
Next: T ROWE PRICE SUMMIT FUNDS INC, 24F-2NT, 2001-01-16 |
As filed with the Securities and Exchange Commission on January 16, 2001
Registration No. 333-________
=======================================================================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM S-8
Registration Statement Under The Securities Act of 1933
_________________________________
VESTA INSURANCE GROUP, INC.
(Exact Name of Issuer as Specified in Its Charter)
DELAWARE 63-1097283
(State of Incorporation) (IRS Employer Identification Number)
3760 River Run Drive
Birmingham, Alabama 35243
(Address of Principal Executive Offices)
_________________________________
NON-EMPLOYEE DIRECTOR STOCK PLAN
(Full Title of the Plan)
Donald W. Thornton
Senior Vice President, General Counsel and Secretary
3760 River Run Drive, Birmingham, Alabama 35243
(Name and Address of Agent for Service)
(205) 970-7000
(Telephone Number, Including Area Code, of Agent for Service)
________________________________
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities To Amount To Be Offering Price Aggregate Amount of
Be Registered Registered Per Share Offering Price Registration Fee
____________________________________________________________________________________________________________________
Common Stock
$.01 par value 600,000(1) 5.8125(2) 3,487,500(2) $872.00
____________________________________________________________________________________________________________________
| (1) | Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number of shares of securities registered in this Registration Statement will be increased as a result of future stock splits, stock dividends or similar transactions. |
| (2) | Pursuant to Rule 457 of the Securities Act of 1933, as amended, the offering price is estimated solely for the purpose of determining the registration fee and is based on the average of the high and low prices of the common stock of Vesta Insurance Group, Inc. on January 12, 2001, as reported on the New York Stock Exchange Composite Tape. |
This Registration Statement is being filed in order to register an additional 600,000 shares of common stock, $.01 par value per share (“Common Stock”), of Vesta Insurance Group, Inc. (the “Company”), which may be issued pursuant to the terms and conditions of the Company’s Non-Employee Director Stock Plan (the “Plan”).
A prospectus meeting the requirements of Part I of Form S-8 and containing the statement required by Item 2 of Form S-8 has been prepared. Such prospectus is not included in this Registration Statement but will be delivered to all participating non-employee directors pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended.
In accordance with General Instruction E to Form S-8, the entire contents of the Registration Statement on Form S-8,filed on December 13,1995, relating to the Plan are incorporated by reference into this Registration Statement.
Exhibits Description
4 Vesta Insurance Group, Inc. Non-Employee Director Stock Plan (as amended)
5 Opinion and Consent of Donald W. Thornton, Esquire
23.1 Consent of KPMG LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Grant Thornton LLP
24.1 Power of Attorney of the Officers and Directors of the Company
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 Birmingham, State of Alabama, on January 16, 2001.
VESTA INSURANCE GROUP, INC.
(Registrant)
By: /s/ Normant W. Gayle, III
______________________________
Norman W. Gayle, III
Its President and
Chief Executive Officer
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 capacities indicated on January 12, 2001.
SIGNATURE TITLE
/s/ Norman W. Gayle, III Director, President and Chief Executive Officer
____________________________________
Norman W. Gayle, III (Principal Executive Officer)
/s/ James E. Tait Chairman of the Board of Directors
____________________________________
James E. Tait
/s/ William P. Cronin Chief Financial Officer
____________________________________
William P. Cronin (Principal Financial Officer)
/s/ Hopson B. Nance Controller
____________________________________
Hopson B. Nance (Principal Accounting Officer)
* Director
____________________________________
Robert B.D. Batlivala
* Director
____________________________________
Walter M. Beale, Jr.
* Director
____________________________________
Ehney A. Camp, III
* Director
____________________________________
Alan S. Farrior
* Director
____________________________________
Clifford F. Palmer
* Director
____________________________________
Larry D. Striplin, Jr.
* Director
____________________________________
James A. Taylor
* Director
____________________________________
Stephen R. Windom
| * | Donald W. Thornton hereby signs this Registration Statement on Form S-8 on January 16, 2001, on behalf of each of the indicated persons for whom he is attorney-in-fact pursuant to a power of attorney filed herein. |
INDEX TO EXHIBITS
Exhibit Description Page
4 Vesta Insurance Group, Inc.
Non-Employee Director Stock Plan (as
amended)
5 Opinion and Consent of Donald W.
Thornton, Esquire
23.1 Consent of KPMG LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Grant Thornton LLP
24.1 Power of Attorney of the Officers
and Directors of the Company
In connection with the registration under the Securities Act of 1933, as amended, of 600,000 shares of the capital stock, $.01 par value (the “Common Stock”), of Vesta Insurance Group, Inc., a Delaware corporation (the “Corporation”), for issuance and sale in the manner described in the Corporation’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission, to which this opinion is an exhibit (the “Registration Statement”), I, as counsel to the Corporation, have examined such corporate records, certificates, and other documents as I have considered necessary or appropriate for the purposes of this opinion.
On the basis of the foregoing, I am of the opinion that the Common Stock offered pursuant to the Registration Statement has been duly and validly authorized and is, or when issued in accordance with the respective governing documents will be, duly and validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Yours very truly, Donald W. Thornton Senior Vice President,We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 12, 2000 (except for Note V for which the date is November 28, 2000) relating to the financial statements and financial statement schedules, which appears in the Vesta Insurance Group, Inc.‘s Annual Report on Form 10-K/A for the year ended December 31, 1999.
/s/ PricewaterhouseCoopers LLP January 12, 2001We have issued our report dated April 14, 2000 on the consolidated financial statements of Securus Financial Corporation and Subsidiaries as of December 31, 1999 and 1998 and for each of the three years in the period ended December 31, 1999, appearing in the Current Report on Form 8-K of Vesta Insurance Group, Inc. dated September 12, 2000, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference in this Registration Statement of the aforementioned report.
/s/ GRANT THORNTON LLP Oklahoma City, OklahomaJanuaryWHEREAS, Vesta Insurance Group, Inc. (the “Company”) has agreed to file a registration statement and amendments thereto under the Securities Act of 1933, as amended, with respect to the issuance and sale of shares of common stock of the Company in connection with the amendment of the Company’s Non-Employee Director Stock Plan;
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that the Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint each of Donald W. Thornton, W. Perry Cronin, and Hopson B. Nance their true and lawful attorney-in-fact for each of them and in each of their names, places and steads to sign and cause to be filed with the Securities and Exchange Commission said registration statement and any appropriate amendments thereto, to be accompanied by any necessary exhibits.
The Company hereby authorizes said persons or any one of them to execute said registration statement and amendments thereto on its behalf as attorney-in-fact for it and its authorized officers, and to file the same as aforesaid.
The undersigned directors and officers of the Company hereby authorize said persons or any one of them to sign said registration statements on their behalf as attorney-in-fact and to amend, or remedy any deficiencies with respect to, said registration statements by appropriate amendment or amendments and to file the same as aforesaid.
DONE as of this the 10th day of November, 2000.
VESTA INSURANCE GROUP, INC.
By: /s/ Norman W. Gayle, III
___________________________________________
Norman W. Gayle, III
Its President
____________________________________________
James E. Tait
/s/ William P. Cronin
____________________________________________
William P. Cronin
/s/ Hoposn B. Nance
____________________________________________
Hopson B. Nance
/s/ Robert B.D. Batlivala
____________________________________________
Robert B.D. Batlivala
/s/ Walter M. Beale, Jr.
____________________________________________
Walter M. Beale, Jr.
/s/ Ehney A. Camp, III
____________________________________________
Ehney A. Camp, III
/s/ Alan S. Farrior
____________________________________________
Alan S. Farrior
/s/ Clifford F. Palmer
____________________________________________
Clifford F. Palmer
/s/ Larry D. Striplin, Jr.
____________________________________________
Larry D. Striplin, Jr.
/s/ James A. Taylor
____________________________________________
James A. Taylor
/s/ Stephen P. Windom
____________________________________________
Stephen R. Windom
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