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As filed with the Securities and Exchange Commission on January 22, 1999
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GORAN CAPITAL INC.
(Exact Name of Registrant as specified in its charter)
CANADA Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
181 University Avenue
Suite 1101 - Box 11
Toronto, Ontario, Canada M5H 3M7
(Address of Principal Executive Offices) (Zip Code)
GORAN CAPITAL INC. SHARE OPTION PLAN
(Full title of plan)
David L. Bates
Vice President, General Counsel and Secretary
Goran Capital Inc.
181 University Avenue
Suite 1101 - Box 11
Toronto, Ontario, Canada M5H 3M7
(416) 594-1155 (Canada), (317) 259-6304 (USA)
(Name and address of agent for service)
telephone number, including area code, of agent for service
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Additional Proposed Proposed
Title of Amount Maximum Maximum
Securities to be to be Offering Price Aggregate Amount of
Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
<S> <C> <C> <C> <C>
Common Shares,
without par value 325,672 11.0625 $3,602,746.50 $1,001.56
</TABLE>
(1) Any additional shares of Common Shares to be issued as a result of
stock dividends, stock splits or similar transactions shall be covered
by this Registration Statement as provided in Rule 416.
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(2) Estimated solely to determine the registration fee and based on the
average of high and low sales per Common Share of Goran Capital Inc. on
the NASDAQ Stock Market on January 21, 1999, as to shares not yet
subject to options granted under the Plan, pursuant to Rule 457(c).
Pursuant to General Instruction E of Form S-8, the registration fee is
calculated with respect only to the additional shares being registered
hereunder.
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 of Form S-8 to be contained in the
Section 10(a) Prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is being filed with respect to an
additional aggregate 325,672 shares of Goran Capital Inc. Common Shares, without
par value, issuable under the Goran Capital Inc. Share Option Plan.
Pursuant to General Instruction E (Registration of Additional
Securities) to Form S-8, the contents of the Registrant's prior Registration
Statement on Form S-8 (Registration No. 333-44679) filed with the Securities and
Exchange Commission (the "Commission") on January 22, 1998 relating to 1,069,265
shares of the Registrant's Common Shares, without par value, issuable upon the
exercise of options or other rights guaranteed under the Registrant's Share
Option Plan are hereby incorporated herein by this reference.
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this
Registration Statement.
(a) The annual report on Form 10-K of the Registrant for the
fiscal year ended December 31, 1997; and
(c) All other reports filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") by the
Registrant since December 31, 1997; and
(d) The description of the capital stock of the Registrant
contained in the Registrant's Registration Statement on Form
20-F, which was filed with the Commission on June 21, 1994,
and all amendments of reports filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act after the date of this Registration
Statement and 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 this
Registration Statement and to be a part thereof from the date they are filed.
Any statement contained in a document incorporated by reference shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in any other subsequently filed incorporated
document modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
S-1
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Item 4. Description of Securities.
See Incorporation of Documents by Reference.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Subject to the limitations of the Canadian Business Corporations Act
(the "Act") with respect to indemnities in respect of derivative actions, under
its By-Laws, the Registrant shall indemnify a present or former director or
officer of the Registrant or a person who acts or acted at the Registrant's
request as a director or officer of another corporation of which the Registrant
is or was a shareholder or creditor, and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a fine or judgment, action, proceeding or investigation to
which he is, or may be made, a party by reason of being or having been such a
director or officer and provided that the director or officer acted honestly and
in good faith with a view to the best interests of the Registrant and , in the
case of a criminal or administrative action or proceeding that is enforced by a
monetary penalty, had reasonable grounds for believing hat his conduct was
lawful. The Indemnification provisions of the By-Laws effectively provide for
indemnification to the maximum extent permitted by the Act and generally provide
that the Registrant will provide indemnification in every circumstance where the
Act so permits or requires. The Registrant also carries director and officer
liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits furnished with the Registration Statement are listed on
Page E-1.
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 (i) 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; (ii) to include any
prospectus required by Section 10(a)(3) of the Securities Act;
and (iii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (of the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration;
provided, however, that paragraphs (1)(ii) and (iii) do not
apply if this Registration Statement is on Form S-3, S-8 or
Form F-3, and 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 Registrant pursuant to Section 13 or Section 15(d) of the
1934 Act that are incorporated by reference in this
Registration Statement.
S-2
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(2) The undersigned Registrant hereby undertakes that, for
purposes 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 undersigned Registrant hereby 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 Section 15(d)
of the 1934 Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the 1934 Act)
that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at the time shall
be deemed to be the initial bona fide offering thereof.
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, the Registrant's
Articles of Incorporation or By-Laws, as amended, or otherwise, the
Registrant 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
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.
S-3
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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 Toronto, and the Province of Ontario, Canada, on
this 18th day of January, 1999.
GORAN CAPITAL INC.
By: /s/ Alan G. Symons
Alan G. Symons
President and Chief Executive Officer
Each person whose signature appears below hereby severally constitutes
and appoints Alan G. Symons, Douglas H. Symons and David L. Bates, and each of
them, his true and lawful agent, proxy and as attorney-in-fact for the
undersigned, each acting alone with full power of substitution and
resubstitution, in any and all capacities, to act on, sign and file any
amendments to this Registration Statement (including post-effective amendments)
and any subsequent registration statement filed by the Registrant pursuant to
Rule 462(b) of the Securities Act or 1933, 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 purpose as he might or could do in persons, hereby ratifying and
confirming all that each said attorney-in-fact, or any of them, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
(1) Principal Executive Officer:
/s/ Alan G. Symons President and
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Alan G. Symons Chief Executive Officer January 22, 1999
(2) Principal Financial and Accounting Officer:
/s/ Gary P. Hutchcraft Vice President and
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Gary P. Hutchcraft Chief Financial Officer January 22, 1999
and Treasurer
(3) The Board of Directors
/s/ G. Gordon Symons Director January 22, 1999
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G. Gordon Symons
/s/ Alan G. Symons Director January 22, 1999
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Alan G. Symons
S-4
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/s/ Douglas H Symons Director January 22, 1999
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Douglas H. Symons
/s/ John J. McKeating Director January 22, 1999
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John J. McKeating
/s/ James G. Torrance Director January 22, 1999
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James G. Torrance
/s/ J. Ross Schofield Director January 22, 1999
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J. Ross Schofield
/s/ David B. Shapira Director January 22, 1999
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David B. Shapira
S-5
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INDEX TO EXHIBITS
Exhibit No. Description
5 Opinion of Smith Lyons as to the legality of the securities to be
registered
10.20 Goran Capital Inc. Share Option Plan*
23.1 Consent of Schwartz Levitsky Feldman
23.2 Consent of Smith Lyons (included as part of Exhibit 5)
24 Power of Attorney (included on Page S-4 of the Registration Statement)
* Incorporated by reference to the similarly designated exhibit to the
Registration Statement of Symons International Group, Inc. on S-1,
Registration No. 333-9129
E-1
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Exhibit 5
January 22, 1999
Goran Capital Inc.
4720 Kingsway Drive
Indianapolis, Indiana 46205
Re: 325,672 additional shares of Goran Capital Inc.
(without par value) issuable under the Share Option Plan
Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Goran Capital Inc. (the
"Corporation"), relating to the offer and sale of up to an additional 325,672
common shares in the capital of the Corporation (the "Common Shares") issued or
to be issued under the Corporation's Share Option Plan (the "Plan"). In
connection with your request, we have relied upon such certificates of officers
of the Corporation and considered such questions of law and taken such further
action as we have deemed necessary or appropriate to enable us to render this
opinion.
In providing our opinion herein we have assumed that the Plan has been
duly approved by the shareholders of the Corporation and, for purposes of
determining the number of common shares of the Corporation that have been
issued, or are subject to issuance, pursuant to the exercise of options granted
under the Plan, we have relied solely on a certificate of an officer of the
Corporation.
Based upon such examination and subject to the limitations set out
herein, we are of the opinion that, when the Common Shares have been purchased
and the purchaser price therefor has been paid in accordance with the Plan, the
Common Shares will be validly issued as fully paid and non-assessable shares in
the capital of the Corporation.
We are qualified to render opinions only as to the laws of the Province
of Ontario and the federal laws of Canada applicable therein. The opinions
expressed herein are to be construed in accordance with such laws only as they
are in effect on the date hereof. In particular, we express no opinion with
respect to the securities laws of any jurisdiction in which the Common Shares
has been or may be issued or in which such Common Shares may be sold pursuant to
the Registration Statement.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, however, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
United States Securities Act of 1933 or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Smith Lyons
Smith Lyons
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 27, 1998, except as to note
17 which is as of March 2, 1998, which was included in the 1997 annual report to
the shareholders of Goran Capital Inc., filed as Exhibit 14.1 to Goran Capital
Inc.'s Annual Report on Form10-K for the year ended December 31, 1997.
/s/ Schwartz Levitsky Feldman
Schwartz Levitsky Feldman
Chartered Accountants
Toronto, Ontario, Canada
January 22, 1999