Registration No. 33
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Gryphon Holdings Inc.
(Exact name of issuer as specified in its charter)
Delaware 13-3287060
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
30 Wall Street
New York, New York
10005-2201
(Address of principal executive offices)
(zip code)
Gryphon Holdings Inc.
1995 Non-Employee Director Stock Option Plan
(Full title of the plans)
Robert M. Coffee
Senior Vice President & General Counsel
Gryphon Holdings Inc.
30 Wall Street
New York, NY 10005
(212) 825-1200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering aggregate registration
registered registered(1) price per offering fee
share(2) price(2)
_______________________________________________________________
Common Stock, 70,000 $14.50 $1,015,000 $350.00
$.01 par value
per share
Common Stock, 10,000 19.125 191,250 65.95
$.01 par value
per share
Common Stock, 20,000 14.13 282,600 97.45
$.01 par value
per share
_________
Total Registration Fee $514.40
____________________________
(1)This registration statement (the "Registration Statement")
covers the 100,000 shares authorized for issuance under the Gryphon
Holdings Inc. 1995 NonEmployee Director Stock Option Plan (the
"Plan"). Options have been granted with respect to 70,000 shares at
$14.50 and 10,000 shares at $19.125. Options with respect to 20,000
shares remain available for future grant under the Plan.
(2)Estimated solely for purposes of calculating the amount of the
registration fee, pursuant to Rule 457(c) & (h) under the Securities
Act of 1933, as amended (the "Securities Act"), based on (i) the
option price of outstanding options and (ii) the average of the high
and low prices of the Company's Common Stock as quoted on the NASDAQ
National Market on September 20, 1996 with respect to shares
available for the future grant of options.
PART I
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and
Exchange Commission (the "Commission") by Gryphon Holdings Inc., a
Delaware Corporation ("Company"), are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the
year ended December 31, 1995, filed pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange
Act");
(b) The Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1996 and June 30, 1996, filed
pursuant to the Exchange Act; and
(c) The description of the Company's Common Stock,
par value $.01 per share (the "Common Stock"), which is
contained in the Company's registration statement on Form
8-A, File No. 05537, dated November
9, 1993, pursuant to the Exchange Act, including any
amendments or reports filed for the purpose of updating
such description.
In addition, all documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a posteffective amendment which indicates
that all the securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to
be incorporated herein by reference and to be a part hereof from the
date of the filing of such documents with the Commission.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Robert M. Coffee has been employed as Senior Vice
President, General Counsel and Secretary of the Company since
November 7, 1994.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a Delaware corporation to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an
action by or in the right of such corporation) by reason of the fact
that such person is or was a director, officer, employee or agent of
such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another
corporation or enterprise. A corporation may, in advance of the
final disposition of any civil, criminal, administrative or
investigative action, suit or proceeding, pay the expenses
(including attorneys' fees) incurred by any officer, director,
employee or agent in defending such action, provided that the
director or officer undertakes to repay such amount if it shall
ultimately be determined that he or she is not entitled to be
indemnified by the corporation. A corporation may indemnify such
person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.
A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation to
procure a judgment in its favor under the same conditions, except
that no indemnification is permitted without judicial approval if
the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses (including
attorneys' fees) which he actually and reasonably incurred in
connection therewith. The indemnification so provided is not deemed
to be exclusive of any other rights to which an officer or director
may be entitled under any corporation's bylaw, agreement, vote or
otherwise.
In accordance with Section 145 of the DGCL,
Article Eleventh of the Company's Restated Certificate of
Incorporation (the "Restated Certificate") provides that the Company
shall indemnify each person who is or was a director, officer or
employee of the Company (including the heirs, executors,
administrators or estate of such person)
or is or was serving at the request of the Company as a director,
officer or employee of another corporation, partnership, joint
venture, trust, or other enterprise, to the fullest extent permitted
under subsections 145(a), (b), and (c) of the DGCL or any successor
statute. As permitted by the Restated Certificate and the DGCL, the
Company has entered into indemnification agreements (the
"Indemnification Agreements") with each of its officers and
directors that indemnify such persons to the fullest extent of the
law and detail the procedures by which such individuals will be
entitled to such indemnification. The indemnification provided by
the Restated Certificate and the Indemnification Agreements is not
exclusive of any other rights to which any of those seeking
indemnification or advancement of expenses may be entitled under
the By-Laws, any other agreement, vote of shareholders or
disinterested directors or otherwise, both as to actions in such a
person's individual capacity and as to actions in another capacity
while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure
to the benefit of the heirs, executors, and/or administrators of
such a person. Expenses (including attorneys' fees) incurred in
defending a civil, criminal, administrative or investigative action,
suit or proceeding shall be paid by the Company in advance of the
final disposition of such action, suit or proceeding upon receipt of
an undertaking by or on behalf of the indemnified person to repay
such amount if it shall be determined ultimately that such person is
not entitled to be indemnified by the Company. The DGCL provides
that a director, officer, employee or agent of a Delaware
corporation may be indemnified as outlined above, except for
liability (i) for any breach of the director's duty of loyalty to
the corporation or its shareholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) for an unlawful payment of a dividend or
an unlawful stock purchase or redemption, or (iv) for any
transaction from which the director derived an improper personal
benefit. If the DGCL is amended to authorize corporate action
further eliminating or limiting the personal liability of the
director, then the liability of a director of the Company shall be
eliminated or limited to the fullest extent permitted by the DGCL as
so amended.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable
Item 8. EXHIBITS
Exhibit No.
3.1 The Company's Restated Certificate of Incorporation
incorporated herein by reference to Exhibit 3.1 to the
Registration Statement on Form S-1 (Commission File No. 33-
69336) (the "1993 Registration Statement") filed with the
Commission on September 23, 1993.
3.2 The Company's By-Laws, as amended, incorporated
herein by reference to Exhibit 3.2 to the Company's Annual
Report for the fiscal year ended December 31, 1995 on Form
10-K.
4.3 Specimen Common Stock certificate of the Company
incorporated herein by reference to Exhibit 4.1 to
Amendment No. 3 to the 1993 Registration Statement filed
with the Commission on December 14, 1993.
5.1 Opinion of Robert M. Coffee, Senior Vice President
& General Counsel to the Company, as to the legality of
the shares being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Robert M. Coffee (contained in Exhibit 5.1).
24.1 Powers of Attorney (see signature pages hereto).
28.1 Schedule P of the 1995 Annual Statement of the
Company's wholly owned subsidiary, Associated International
Insurance Company, incorporated herein by
reference to Exhibit 28.1 of the Company's Annual Report for
the fiscal year ended December 31, 1995 on Form 10-K.
28.2 Schedule P of the 1995 Annual Statement of the
Company's wholly owned subsidiary, Calvert Insurance
Company, incorporated herein by reference to Exhibit 28.2 of
the Company's Annual Report for the fiscal year ended
December 31, 1995 on Form 10-K.
Item 9. UNDERTAKINGS
1. The Company hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent posteffective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the 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)(i) and (a)(ii) do not apply if
the information required to be included in a post effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in the Registration Statement.
(b) 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.
(c) 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.
2. The Company hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the Company's annual report pursuant to Section 13(a) or 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.
3. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the 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 Company of expenses
incurred or paid by a director, officer or controlling person of the
Company 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 Company 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 New York, State
of New York, on the day of September 25,1996.
GRYPHON HOLDINGS INC.
By: Stephen A. Crane
(signature)
President & Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned officers and directors of Gryphon
Holdings Inc. hereby severally constitutes and appoints Stephen A.
Crane and Robert P. Cuthbert, and each of them, as attorneys-infact
for the undersigned, in any and all capacities, with full power of
substitution, to sign any further amendments to this Registration
Statement (including post-effective amendments), and to file the same
with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them, 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 each said attorneyinfact, or either of them, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Capacity Date
Stephen A. Crane President and Director September 25, 1996
(signature) (PrincipalExecutive Officer)
Robert P. Cuthbert Chief Financial Officer September 25, 1996
(signature) and Chief Accounting Officer
(Principal Financial Officer)
John F. Iannucci Executive Vice President September 25, 1996
(signature) and Director
John H. Walton Executive Vice President September 25, 1996
(signature) and Director
__________________ Chairman of the Board September , 1996
Hadley C. Ford and Director
Robert M. Baylis Director September 25, 1996
(signature)
Franklin L. Damon Director September 25, 1996
(signature)
Robert R. Douglass Director September 25, 1996
(signature)
David H. Elliott Director September 25, 1996
(signature)
Richard W. Hanselman Director September 25, 1996
(signature)
____________________ Director September , 1996
Joe M. Rodgers
George L. Yeager Director September 25, 1996
(signature)
INDEX TO EXHIBITS
Exhibit No.
5.1 Opinion of Robert M. Coffee, Senior Vice President &
General Counsel to the Company, as to the legality of
the shares being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Robert M. Coffee (contained in Exhibit 5.1).
24.1 Powers of Attorney (see signature pages hereto).
EXHIBIT NO. 5.1
September 26, 1996
Gryphon Holdings Inc.
30 Wall Street
New York, NY 10005
Dear Sirs:
I am delivering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Gryphon
Holdings Inc. (the "Company") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to an aggregate of 100,000
shares, par value $.01 per share, of common stock of the Company
(the "Shares"). The Shares are to be offered pursuant to the
terms of the Gryphon Holdings Inc. 1995 Non-Employee Director
Stock Option Plan.
I have examined and am familiar with originals or copies,
certified or otherwise identified to my satisfaction, of such
documents, corporate records and other instruments relating to the
incorporation of the Company and to the authorization and issuance
of the Shares, and have made such investigations of law, as I have
deemed necessary and advisable.
Based upon the foregoing and having due regard for such legal
questions as I have deemed relevant, I am of the opinion that:
1. The Company is duly incorporated and validly existing under
the laws of the State of Delaware; and
2. The Shares have been duly authorized, validly issued, and
constitute fully paid and nonassessable shares of common stock of
the Company.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement referred to above, which, together with
the documents incorporated by reference in the Registration
Statement, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
Very truly yours,
Robert M. Coffee
(signature)
Senior Vice President & General Counsel
EXHIBIT NO. 23.1
CONSENT OF KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration
statement on Form S-8 of Gryphon Holdings Inc. of our report
dated February 15, 1996, relating to the consolidated balance
sheet of Gryphon Holdings Inc. and subsidiaries as of December
31, 1995, and the related consolidated statements of income,
stockholders' equity, and cash flows for the year then ended, and
all related schedules as of and for the year then ended, which
report appears in the December 31, 1995 annual report on Form 10-
K of Gryphon holdings inc.
KPMG Peat Marwick LLP
New York, New York
September 23, 1996
EXHIBIT NO. 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33- ) pertaining to the 1995 Non-
Employee Director Stock Option Plan of Gryphon Holdings Inc. of
our report dated February 21, 1995, with respect to the
consolidated financial statements and schedules of Gryphon
Holdings Inc. included in its Annual Report (Form 10K) for the
year ended December 31, 1995, filed with the Securities and
Exchange Commission.
Ernst & Young LLP
New York, New York
September 23, 1996
EXHIBIT 23.3
SEE EXHIBIT 5.1
