<PAGE>
As filed with the Securities and Exchange Commission on June 28, 1999
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
THE PMI GROUP, INC.
(Exact name of issuer as specified in its charter)
Delaware 94-3199675
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
601 Montgomery Street, San Francisco, CA 94111
(Address of Principal Executive Offices)
THE PMI GROUP, INC. EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Victor J. Bacigalupi
Senior Vice President, General Counsel and Secretary
The PMI Group, Inc.
601 Montgomery Street
San Francisco, CA 94111
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(415) 788-7878
Copies to:
John E. Aguirre
Wilson Sonsini Goodrich & Rosati, PC
650 Page Mill Road
Palo Alto, CA 94304-1050
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================
Title of Amount to Proposed Proposed Amount of
securities to be registered maximum maximum fee
registered offering aggregate
price per offering
share* price*
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock** 1,500,000 shares $56.90625 $85,359,375 $23,730
===========================================================================
</TABLE>
* Estimated on the basis of $56.90625, the average of the high and low prices
of shares on the New York Stock Exchange on June 21, 1999.
** Includes preferred share purchase rights (the "Rights") associated with
each share of Common Stock registered hereunder. Until the occurrence of
certain prescribed events, none of which has occurred, the rights are not
exercisable.
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement: (i) the latest annual report of The PMI Group, Inc. (the "Company"),
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"); (ii) all other reports filed by the Company
pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the Annual Reports referred to in clause (i) above; and
(iii) the description of the Company's Common Stock filed pursuant to the
Exchange Act, including any amendment or report filed for the purpose of
updating such description. All documents filed by the Company or the Plan after
the date of this registration statement pursuant to Sections 13(a), 13(c), 14,
and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
(that indicates all securities offered have been sold or deregisters all
securities then remaining unsold), shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law, inter alia, 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 (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she 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 or her conduct was unlawful.
Similar indemnity is authorized for such person against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of any such threatened, pending or completed action or suit if
such person acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides) such
person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the stockholders or disinterested directors or, if there are no
disinterested directors, or if such disinterested directors so direct, by
independent legal counsel in a written opinion that indemnification is proper
because the indemnitee has met the applicable standard of conduct.
2
<PAGE>
Section 145 further authorizes a corporation to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145. The Company
maintains policies insuring its and its subsidiaries' officers and directors
against certain liabilities for actions taken in such capacities, including
liabilities under the Securities Act of 1933.
Article V of the By-laws of the Company provides for indemnification of the
directors and officers of the Company to the fullest extent permitted by law, as
now in effect or later amended. In addition, the By-laws provide for
indemnification against expenses incurred by a director or officer to be paid by
the Company in advance of the final disposition of such action, suit or
proceeding; provided, however, that if required by the Delaware General
Corporation Law, an advancement of expenses will be made only upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it shall be ultimately determined that he is not entitled to be indemnified by
the Company. The By-laws further provide for a contractual cause of action on
the part of directors and officers of the Company with respect to
indemnification claims which have not been paid by the Company.
The Company also has provided liability insurance for each director and officer
for certain losses arising from claims or charges made against them while acting
in their capacities as directors or officers of the Company.
The Company has entered into indemnification agreements with its directors and
executive officers that require the Company to indemnify such persons against
all expenses (including attorneys' fees and amounts paid in settlement),
judgments, fines and penalties which are actually incurred in connection with
any threatened, pending or completed action, suit or other proceeding (including
an action by or in the right of the Company) to which such person is, was or is
threatened to be made a party, by reason of the fact that such person is or was
a director or officer of the Company, or is or was serving at the request of the
Company as a director, officer, employee or other agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, to
the fullest extent permitted by applicable law and the Company's Restated
Certificate of Incorporation and By-laws. The indemnification agreements also
set forth certain procedures that will apply in the event of a claim for
indemnification thereunder.
Article Nine of the Company's Restated Certificate of Incorporation limits to
the fullest extent permitted by the Delaware General Corporation Law, as the
same exists or may have been amended, the personal liability of the Company's
directors to the Company or its stockholders for monetary damages for a breach
of their fiduciary duty as directors. Section 102(b)(7) of the Delaware General
Corporation Law currently provides that such provisions do not eliminate or
limit the liability of a director (i) for a breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law (relating
to the declaration of dividends and purchase or redemption of shares
3
<PAGE>
in violation of the Delaware General Corporation Law), or (iv) for any
transaction from which the director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
4.1 The PMI Group, Inc. Equity Incentive Plan, as amended (incorporated by
reference to Exhibit 10.1 to the registrant's current report on Form 8-K,
Commission File No. 001-13664, filed with the Commission on April 7,
1999).
4.2 Form of The PMI Group, Inc. Equity Incentive Plan Nonqualified Stock Option
Agreement (incorporated by reference to Exhibit 4.4 of the registrant's
Registration Statement on Form S-3, Commission File No. 333-67125, filed
with the Commission on November 12, 1998).
5.1 Opinion of Wilson Sonsini Goodrich and Rosati, PC.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Wilson Sonsini Goodrich and Rosati, PC is included in Exhibit
5.1 to this Registration Statement.
24.1 Power of Attorney of Directors (contained on the signature pages of this
Registration Statement).
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 prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(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 registration statement is on Form S-3 or Form S-8 and the
information required to be included in
4
<PAGE>
a post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933 each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
5
<PAGE>
Signatures
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, 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 San Francisco, State of California on the 25th day
of June, 1999.
THE PMI GROUP, INC.
(Registrant)
/s/ W. Roger Haughton
-------------------------
W. Roger Haughton
Chairman of the Board 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 and on the
dates indicated.
Signature Title Date
Principal Executive Officer:
/s/ W. Roger Haughton
- -----------------------------
W. Roger Haughton Chief Executive June 25, 1999
Officer
Principal Financial Officer:
/s/ John M. Lorenzen, Jr.
- -----------------------------
John M. Lorenzen, Jr. Executive Vice June 25, 1999
President and Chief
Financial Officer
Principal Accounting Officer:
/s/ William A. Seymore
- -----------------------------
William A. Seymore Vice President June 25, 1999
and Controller
6
<PAGE>
POWER OF ATTORNEY OF DIRECTORS
KNOW BY ALL PERSONS BY THESE PRESENTS:
Each of the undersigned hereby constitutes and appoints Victor J.
Bacigalupi, Charles F. Broom, John M. Lorenzen, Jr., Claude J. Seaman, and
William A. Seymore and each of them with power to act alone, his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign a Registration Statement or Registration
Statements on Form S-8 or other appropriate form, under the Securities Act of
1933, as amended, with respect to 1,500,000 shares of Common Stock of the
Company issuable under the Company's Equity Incentive Plan, and any and all
amendments of such Registration Statements, including post-effective
amendments, and to file the same, together with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact 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 hereof, as fully to all intents and purposes as he or
she might do or could do in person, thereby ratifying and confirming all that
said attorney-in-fact or his or her substitutes may lawfully do or cause to be
done by virtue hereof.
/s/ James C. Castle May 20, 1999
-------------------------
James C. Castle
/s/ Donald C. Clark May 20, 1999
-------------------------
Donald C. Clark
/s/ W. Roger Haughton May 20, 1999
-------------------------
W. Roger Haughton
/s/ Wayne E. Hedien May 20, 1999
-------------------------
Wayne E. Hedien
_________________________
Raymond L. Ocampo, Jr.
/s/ John D. Roach May 20, 1999
-------------------------
John D. Roach
7
<PAGE>
/s/ Kenneth T. Rosen May 20, 1999
-------------------------
Kenneth T. Rosen
/s/ Richard L. Thomas May 20, 1999
-------------------------
Richard L. Thomas
/s/ Mary Lee Widener May 20, 1999
-------------------------
Mary Lee Widener
/s/ Ronald H. Zech May 20, 1999
-------------------------
Ronald H. Zech
A majority of the members of the Board of Directors.
8
<PAGE>
EXHIBIT INDEX
4.1 The PMI Group, Inc. Equity Incentive Plan, as amended (incorporated by
reference to Exhibit 10.1 to the registrant's current report on Form 8-K,
Commission File No. 001-13664, filed with the Commission on April 7,
1999).
4.2 Form of The PMI Group, Inc. Equity Incentive Plan Nonqualified Stock Option
Agreement (incorporated by reference to Exhibit 4.4 of the registrant's
Registration Statement on Form S-3, Commission File No. 333-67125, filed
with the Commission on November 12, 1998).
5.1 Opinion of Wilson Sonsini Goodrich and Rosati, PC.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Wilson Sonsini Goodrich and Rosati, PC is included in Exhibit
5.1 to this Registration Statement.
24.1 Power of Attorney of Directors (contained on the signature pages of this
Registration Statement).
9
<PAGE>
EXHIBIT 5.1
June 21, 1999
The PMI Group, Inc.
601 Montgomery Street
San Francisco, CA 94111
Re: Registration Statement on Form S-8/The PMI Group, Inc. Equity
Incentive Plan
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the
proposed issuance pursuant to The PMI Group, Inc. Equity Incentive Plan, as
amended (the "Plan"), of up to 1,500,000 shares of common stock, $0.01 par value
("Common Stock"), of The PMI Group, Inc., a Delaware corporation (the
"Company").
We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.
Based on such examination, we are of the opinion that the 1,500,000
shares of Common Stock to be issued by the Company pursuant to the Plan are
validly authorized shares of Common Stock and, when issued in accordance with
the provisions of the Plan, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to this
Registration Statement on Form S-8 and to the use of our name wherever it
appears in said Registration Statement. In giving such consent, we do not
consider that we are "experts" within the meaning of such term as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder, with respect to any part
of the Registration Statement, including this opinion as an exhibit or
otherwise.
Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati
WILSON SONSINI GOODRICH & ROSATI
a Professional Corporation
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The PMI Group, Inc. on Form S-8 of: (i) our report dated January 20, 1999
incorporated by reference in the Annual Report on Form 10-K of The PMI Group,
Inc. for the year ended December 31, 1998, and (ii) our report dated January
20, 1999 relating to the financial statement schedules appearing in such Form
10-K.
/s/ Deloitte & Touche LLP
San Francisco, California
June 28, 1999
