As filed with the Securities and Exchange Commission on November 22, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRIAD GUARANTY INC.
(Exact name of registrant as specified in its charter)
Delaware 56-1838519
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 South Stratford Road, Suite 500
Winston-Salem, North Carolina 27104
(Address of Principal Executive Offices)
1993 LONG-TERM STOCK INCENTIVE PLAN
(Full title of the plan)
David W. Whitehurst
Triad Guaranty Inc.
517 Deering Street
Birmingham, Alabama 35210-2941
(Name and address of agent for service)
(205) 951-4433
(Telephone number, including area code, of agent for service)
----------
copy to:
John S. Chapman, Esq.
Lord, Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603
<PAGE>
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount
Securities to be Maximum Maximum of
to be Registered Offering Aggregate Registration
Registered (1) Price Per Offering Fee
Share (2) Price (2)
Common 450,000 $30.125 $13,556,250.00 $4107.95
Stock, par shares
value $0.01
per share
(1) Pursuant to Rule 416 under the Securities Act of 1933, as
amended, the number of shares of the issuer's Common Stock
registered hereunder will be adjusted in the event of stock
splits, stock dividends or similar transactions.
(2) Estimated solely for purposes of calculating the amount of the
registration fee pursuant to Rule 457(h), on the basis of the
average of the high and low prices of the Common Stock
reported by the National Association of Securities Dealers
Automated Quotation National Market System on November 19,
1996.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The registration statement on Form S-8 (registration no. 33-75668) of Triad
Guaranty Inc. (the "Company" or "Registrant") filed with the Securities and
Exchange Commission on February 24, 1994 is incorporated herein by reference.
Item 8. EXHIBITS
5 Opinion of Lord, Bissell & Brook as to the legality of the securities
offered by the registration statement
23(a) Consent of Ernst & Young
23(b) Consent of Lord, Bissell & Brook (included in exhibit 5)
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<PAGE>
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 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 on the 21st day of November, 1996.
TRIAD GUARANTY INC.
By: /s/ Darryl W. Thompson
-----------------------
Darryl W. Thompson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the 21st day of November, 1996.
Signature Title
--------- -----
/s/ William T. Ratliff, III Chairman of the Board
---------------------------
William T. Ratliff, III
/s/ Darryl W. Thompson President, Chief Executive
--------------------------- Officer and Director
Darryl W. Thompson
/s/ David W. Whitehurst Executive Vice President,
--------------------------- Chief Financial Officer, Principal
David W. Whitehurst Accounting Officer, Treasurer and
Director
/s/ Robert T. David Director
---------------------------
Robert T. David
/s/ Raymond H. Elliott Director
---------------------------
Raymond H. Elliott
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<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description Page
----------- ----------- ----
5 Opinion of Lord, Bissell & Brook as to the legality of
the securities offered by the registration statement 6
23(a) Consent of Ernst & Young 7
23(b) Consent of Lord, Bissell & Brook (included in exhibit
5) 6
5
EXHIBIT 5
November 21, 1996
Triad Guaranty Inc.
101 South Stratford Road, Suite 500
Winston-Salem, North Carolina 27104
Re: Triad Guaranty Inc.
Registration Statement on Form S-8
Gentlemen:
We have represented Triad Guaranty Inc., a Delaware corporation (the
"Company"), in connection with the preparation of the registration statement
filed with the Securities and Exchange Commission on Form S-8 (the "Registration
Statement") relating to the proposed issuance of up to 450,000 additional shares
(the "Shares") of the Company's common stock, par value $.01 per share (the
"Common Stock") pursuant to the terms of the Triad Guaranty Inc. 1993 Long-Term
Stock Incentive Plan ("Long-Term Plan"). In this connection, we have examined
originals or copies identified to our satisfaction of such documents, corporate
and other records, certificates, and other papers as we deemed necessary to
examine for purposes of this opinion, including but not limited to the Long-Term
Plan, the Certificate of Incorporation of the Company, the Bylaws of the
Company, as amended, and resolutions of the Board of Directors of the Company.
We are of the opinion that the Shares will, when issued pursuant to the
Long-Term Plan, be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Lord, Bissell & Brook
-------------------------
LORD, BISSELL & BROOK
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EXHIBIT 23(A)
Exhibit 23 - Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 33-00000 and 33-75688) pertaining to the 1993 Long-Term Stock
Incentive Plan of Triad Guaranty Inc. of our reports dated January 23, 1996 and
March 25, 1996, with respect to the consolidated financial statements of Triad
Guaranty Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1995 and the related financial statement schedules included
therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young, LLP
- ----------------------
Raleigh, North Carolina
November 19, 1996
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