Registration No. 33 83630
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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
(Address of principal executive offices)(zip code)
Gryphon Holdings Inc.
1993 Stock Option Plan
Gryphon Holdings Inc.
Restricted Stock 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
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
__________________________________________________________
Common
Stock, 500,000(1) $14.625(2) $7,312,500(2) $2,521.56(3)
$.01 par value
per share
250,000(4) $15.625(2) $3,906,250(2) $1,346.98(5)
_______ ______ _________ _________
Totals 750,000 $11,218,750 $3,868.54
_____________________________
(1)The original Registration Statement included 400,000
shares authorized to be issued under the Gryphon
Holdings Inc. 1993 Stock Option Plan and the 100,000
shares authorized to be issued under the Gryphon
Holdings Inc. 1993 Restricted Stock Plan.
(2)Estimated solely for purposes of calculating the
amount of the registration fee, pursuant to Rule
457(h) under the Securities Act of 1933, as amended
(the "Securities Act").
(3)Paid with the original Registration Statement.
(4)Post-Effective Amendment No. 1 includes an additional
250,000 shares under the Gryphon Holdings Inc. 1993
Stock Option Plan.
(5) Paid with Post-Effective Amendment No. 1.
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
Incorporated by reference into the registration
statement are the following: (a) the Company's latest
annual report filed pursuant to Section 13 and 15(d) of
the Securities Exchange Act of 1934, (the "Act") or the
latest prospectus filed pursuant to Rule 424(b) or (c)
under the Securities Act of 1993, which contains, either
directly or by incorporation by reference, certified
financial statements for the Company's latest fiscal year
for which such statements have been filed; (b) all other
reports filed pursuant to Section 13(a) or 15(d) of the
Act since the end of the fiscal year covered by the annual
reports or the prospectus referred to in (a) above; (c)
the description of the Company's Common Stock, par value
$.01 per share (the "Common Stock"), which is contained in
a registration statement filed under Section 16 of the Act
including any amendment or report filed for the purpose of
updating such description; or (d) the latest annual report
filed by any of the plans pursuant to Section 13(a) or
15(d) of the Act. In addition, all documents filed
subsequently by the Company pursuant to Sections 13, 14
and 15(d) of the 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 into the registration statement
and to be a part thereof from the date of filing such
documents.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Robert M. Coffee, Senior Vice President and
General Counsel of the Company, has been granted options
to purchase 20,000 shares of Common Stock under the 1993
Stock Option Plan.
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
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 provided is not deemed to be exclusive of
any other rights to which an officer or director may be
entitled under any corporation's by-law, agreement, vote
or otherwise.
In accordance with Section 145 of the DGCL,
Article Eleven of the Company's Restated Certificate of
Incorporation (the "Restated Certificate") and Article
VIII, Section 8 of the Company's By-Laws (the "By-Laws")
provide 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. The indemnification provided by the
Restated Certificate and the By-Laws shall not be deemed
exclusive of any other rights to which any of those
seeking indemnification or advancement of expenses may be
entitled under any by-law, agreement, vote of shareholders
or disinterested directors or otherwise, both as to action
in his or her individual capacity and as to action 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 ultimately be determined that he is not
entitled to be indemnified by the Company. Article Eleven
of the Restated Certificate provides that a director of
the Company shall not be personally liable to the Company
or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the
Company 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) under Section 174
of the DGCL, 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
directors, 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
"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 1995 Form 10-K.
4.1 Specimen Common Stock certificate of the Company
incorporated herein by reference to Exhibit 4.1
to Amendment No. 3 to the Registration Statement
filed with the Commission on December 14, 1993.
5.1 Opinion of Robert M. Coffee, Senior Vice
President & General Counsel of 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).
Item 9. UNDERTAKINGS
(a) The Company hereby undertakes:
(1)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 post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;
(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)1(i) and (a)1(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.
(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.
(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 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.
(h) 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 18th day of February,
1998.
GRYPHON HOLDINGS INC.
By: /s/ Stephen A. Crane
Stephen A. Crane
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-in-fact 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 attorney-in-
fact, 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
/s/ Stephen A. Crane President and Director
(Principal February 18, 1998
Stephen A. Crane Executive Officer)
/s/ Robert P. Cuthbert Chief Financial Officer
and Chief February 18, 1998
Robert P. Cuthbert Accounting Officer
(Principal Financial Officer)
/s/ Robert M. Baylis Director February 18, 1998
Robert M. Baylis
/s/ Hadley C. Ford Chairman of the February 18, 1998
Board and Director
Hadley C. Ford
/s/ Franklin L. Damon Director February 18, 1998
Franklin L. Damon
/s/ Robert R. Douglass Director February 18, 1998
Robert R. Douglass
/s/ David H. Elliott Director February 18, 1998
David H. Elliott
/s/ Richard W. Hanselman Director February 18, 1998
Richard W. Hanselman
/s/ Joseph M. Rodgers Director February 18, 1998
Joseph M. Rodgers
/s/ George L. Yeager Director February 18, 1998
George L. Yeager
INDEX TO EXHIBITS
Exhibit No. Page
5.1 Opinion of Robert M. Coffee,
Senior Vice President &
General Counsel of 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).
EXHIBIT NO. 5.1
February 20, 1998
Gryphon Holdings Inc.
30 Wall Street
New York, NY 10005
Dear Sirs:
I am Senior Vice President and General Counsel of Gryphon
Holdings Inc. (the "Company"), and in that capacity I am
delivering this opinion in connection with Post-Effective
Amendment No. 1 to 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
additional 250,000 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. 1993 Stock Option Plan (the "Plan") to
participants in the Plan (the "Participants").
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 and to the reference
to me in the summary of the Plan provided to the
Participants, 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,
/s/ Robert M. Coffee
Robert M. Coffee
Senior Vice President & General Counsel
EXHIBIT NO. 23.1
CONSENT OF KPMG Peat Marwick LLP, INDEPENDENT AUDITORS
We consent to incorporation by reference in the Post-
Effective Amendment No. 1 to the Form S-8 (Form S-8 No. 33-
83630) of Gryphon Holdings Inc. of our report dated February
14, 1997, relating to the consolidated balance sheets of
Gryphon Holdings Inc. and subsidiaries as of December 31,
1996 and 1995, and the related consolidated statements of
income, stockholders' equity, and cash flows for each of the
years in the two-year period then ended, and all related
schedules, which report appears in the December 31, 1996
annual report on Form 10-K of Gryphon Holdings Inc..
KPMG Peat Marwick LLP
New York, New York
February 18, 1998
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to incorporation by reference in the Post
Effective Amendment No. 1 to the Registration Statement
(Form S-8 No. 33- 83630) pertaining to the 1993 Stock Option
Plan and Restricted Stock 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 10-K) for
the year ended December 31, 1996, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
February 18, 1998
EXHIBIT NO. 23.3
SEE EXHIBIT 5.1
