<PAGE> 1
As filed with the Securities and Exchange Commission on March ___, 1997
Registration No. _________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------
STEWART INFORMATION SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 74-1677330
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1980 POST OAK BOULEVARD 77056
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
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1997 STOCK OPTION PLAN FOR REGION MANAGERS
(Full title of the plan)
MAX CRISP
VICE PRESIDENT - FINANCE, SECRETARY AND TREASURER
STEWART INFORMATION SERVICES CORPORATION
1980 POST OAK BOULEVARD
HOUSTON, TEXAS 77056
(713) 625-8100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------
COPIES TO:
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
ATTENTION: JOHN A. WATSON
-------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed Proposed maximum
Title of securities to Amount maximum offering aggregate offering Amount of
be registered to be registered price per share(1) price(1) registration fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 100,000 shares $20-5/8 $2,062,500 $625
=========================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h), the proposed maximum offering price is
estimated, solely for the purpose of determining the registration fee,
on the basis of the average high and low prices of a share of Common
Stock as reported by the New York Stock Exchange on March 24, 1997.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Stewart Information Services Corporation, a Delaware
corporation (the "Company"), hereby incorporates by reference in this
Registration Statement the following documents:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.
2. All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the fiscal year ended December 31, 1996.
3. The description of the Company's common stock, $1.00 par
value (the "Common Stock"), contained in a registration statement on
Form 8-A filed pursuant to the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange 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, is hereby deemed
to be incorporated by reference in this Registration Statement and a part hereof
from the date of the filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The financial statements and schedules of the Company as of December
31, 1996 and 1995, and for each of the years in the three-year period ended
December 31, 1996, incorporated by reference in this Registration Statement have
been audited by: KPMG Peat Marwick LLP; Price Waterhouse LLP; Ernst & Young LLP;
Doshier, Pickens & Francis, P.C.; Jim S. Walker; Fancher & Company; M. Timothy
O'Roark; Grant Bennett Accountants; Aaronson, White & Company; Edgar, Kiker &
Cross, L.L.P.; Wilkerson & Arthur, P.C.; Jesus Yepez; Williams & Pearcy, P.C.;
Flusche, Van Beveren, Kilgore P.C.; and Ginny Sanders May, independent
accountants, to the extent indicated in their reports thereon also incorporated
by reference herein. Such financial statements and schedules have been
incorporated by reference herein in reliance upon such reports given on the
authority of such firms as experts in accounting and auditing. The validity of
the issuance of the shares of Common Stock registered hereby will be passed upon
by Fulbright & Jaworski, counsel to the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Eleventh of the Company's Certificate of Incorporation provides
that no director of the Company will be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty by such directors
as a director; provided, however, that such article will not eliminate or limit
liability of a director to the extent provided by applicable law (i) for any
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 the law, (iii) under Section 174 of the
General Corporation Law of the State of Delaware (the "GCL"), or (iv) for any
transaction from which the director derived an improper personal benefit. The
effect of this provision is to eliminate the personal liability of a director to
the Company and its stockholders for monetary damages for breach of his
fiduciary duty as a director to the extent allowed under the GCL. If a director
were to breach such duty in performing his duties as a director, neither the
Company nor the stockholders could recover monetary damages from the director,
and the only course of action available to the Company's stockholders would be
equitable remedies such as an action to enjoin or rescind a transaction
involving a breach of fiduciary duty. To the extent certain claims against
directors are limited to equitable remedies, Article Fourteenth may reduce the
likelihood of derivative litigation and may discourage stockholders or
management from initiating litigation against directors for breach of their
fiduciary duty. Additionally, equitable remedies may not be effective in many
situations. If a stockholder's only remedy is to enjoin completion of the Board
of Directors' action, this remedy would be ineffective if the stockholder does
not become aware of a transaction until after it has been completed. In such a
situation, it is possible that the stockholders and the Company would not have
an effective remedy against the directors.
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Section 145 of the General Corporation Law of the State of Delaware
empowers the Company to, and the By-Laws of the Company provide that it shall,
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
by reason of the fact that he is or was a director, officer, employee or agent
of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him 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
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; except that, in the case
of an action or suit by or in the right of the Company, no indemnification may
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Company unless and only to the extent
that the Court of Chancery or the court in which such action or suit was brought
shall determine that such person is fairly and reasonably entitled to indemnity
for proper expenses.
Delaware corporations are also authorized to obtain insurance to
protect officers and directors from certain liabilities, including liabilities
against which the corporation cannot indemnify its directors and officers. The
Company currently has in effect a directors' and officers' liability insurance
policy providing coverage for each director and officer in his capacity as such.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation of the Company, as amended
(Exhibit 3.1 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1987, is incorporated by reference
herein).
4.2 By-Laws of the Company, as amended (Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996, is incorporated by reference herein).
4.3 Rights of Common and Class B Common Stockholders (contained
in Exhibits 4.1 and 4.2 which are incorporated by reference
herein).
4.4 Stewart Information Services Corporation 1997 Stock Option
Plan for Region Managers.
4.5 Form of 1997 Stock Option Agreement.
5.1 Opinion of Fulbright & Jaworski L.L.P. regarding the
legality of the securities being registered.
23.1 Consents of independent accountants.
23.2 Consent of Fulbright & Jaworski L.L.P. (contained in
Exhibit 5.1 hereto).
24.1 Power of attorney (contained on page II-4 hereof).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(i) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(A) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(B) 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 hereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement; and
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<PAGE> 4
(C) To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (i) and (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 by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(ii) 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
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(iii) 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 Company's
Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference into 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 that time shall be deemed to be
the initial bona fide offering thereof.
(c) 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 Securities and Exchange 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.
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<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Max Crisp and Tannie L. Pizzitola, Jr.,
and each of them, to act as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all post-effective
amendments to this Registration Statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or his substitute or substitutes or
all of them may lawfully do or cause to be done by virtue hereof.
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
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 Houston, State of Texas, on the 26th day of March,
1997.
STEWART INFORMATION SERVICES CORPORATION
By MAX CRISP
Max Crisp
Vice President - Finance, Secretary
and Treasurer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons, in the
capacities indicated on the 26th day of March, 1997.
Signature Title
--------- -----
CARLOSS MORRIS Co-Chief Executive Officer and
Carloss Morris Chairman of the Board (Principal
Executive Officer)
STEWART MORRIS Co-Chief Executive Officer, President
Stewart Morris and Director (Principal Executive
Officer)
MAX CRISP Vice President - Finance, Secretary,
Max Crisp Treasurer and Director (Principal
Financial Officer and Principal
Accounting Officer)
- ---------------------------------- Director
Lloyd M. Bentsen, III
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<PAGE> 6
- ---------------------------------- Director
E. Douglas Hodo
NITA B. HANKS Director
Nita B. Hanks
- ---------------------------------- Director
Paul W. Hobby
C.M. HUDSPETH Director
C.M. Hudspeth
- ---------------------------------- Director
W. Arthur Porter
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<PAGE> 7
INDEX TO EXHIBITS
4.1 Certificate of Incorporation of the Company, as amended
(Exhibit 3.1 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1987, is incorporated by reference
herein).
4.2 By-Laws of the Company, as amended (Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996, is incorporated by reference herein).
4.3 Rights of Common and Class B Common Stockholders (contained
in Exhibits 4.1 and 4.2 which are incorporated by reference
herein).
4.4 Stewart Information Services Corporation 1997 Stock Option
Plan for Region Managers.
4.5 Form of 1997 Stock Option Agreement.
5.1 Opinion of Fulbright & Jaworski L.L.P. regarding the
legality of the securities being registered.
23.1 Consents of independent accountants.
23.2 Consent of Fulbright & Jaworski L.L.P. (contained in
Exhibit 5.1 hereto).
24.1 Power of attorney (contained on page II-6 hereof).
<PAGE> 1
Exhibit 4.4
STEWART INFORMATION SERVICES CORPORATION
1997 STOCK OPTION PLAN
FOR REGION MANAGERS
1. Purpose. The purpose of the Stewart Information Services
Corporation 1997 Stock Option Plan for Region Managers (the "Plan") is to
provide compensation in the form of ownership of the common stock, $1.00 par
value ("Common Stock"), of Stewart Information Services Corporation, a Delaware
corporation (the "Company"), to Region Managers of the Company and its
subsidiaries, and is intended to advance the best interest of the Company by
providing certain persons having substantial responsibility for its management
and growth with additional incentive and by increasing their proprietary
interest in the success of the Company, thereby encouraging them to remain in
its employ.
2. Eligibility. The individuals who shall be eligible to
participate in the Plan shall be those full-time key employees, including
officers and directors, if they are employed at the time of grant as a Region
Manager (or an equivalent position) of the Company, or of any parent or
subsidiary corporation, as the Committee shall determine during the term of this
Plan. As used herein, "Region Manager" includes any such employee determined by
the Compensation Committee to have a position equivalent to a Region Manager. No
individual shall be eligible to receive an Option under the Plan while that
individual is a member of the Committee.
No person who owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company shall be eligible
to receive an Option that is an incentive stock option unless, at the time that
the Option is granted, (i) the option price is at least 110% of the fair market
value of the Common Stock at such time and (ii) the Option by its own terms is
not exercisable after the expiration of five years from the date the Option is
granted.
A person will be considered as owning the stock owned,
directly or indirectly, by or for his brothers and sisters (whether by the whole
or half blood), spouse, ancestors, and lineal descendants. Stock owned, directly
or indirectly, by or for a corporation, partnership, estate or trust will be
considered as being owned proportionately by or for its shareholders, partners
or beneficiaries.
3. Administration of the Plan. The Plan shall be administered
by the Compensation Committee of the Board of Directors of the Company (the
"Committee"). No member of the Committee shall be liable for any act or omission
of any other member of the Committee or for any act or omission on his own part,
including but not limited to the exercise of any power or discretion given to
him under the Plan, except those resulting from his own gross negligence or
willful misconduct. All questions of interpretation and application of the Plan,
or as to options granted under it, shall be subject to the determination of a
majority of the Committee. The Committee in exercising any power or authority
granted under this Plan or in making any determination under this Plan shall
perform or refrain from performing those acts using its sole discretion and
judgment. Any decision made by the Committee or any refraining to act or any act
taken by the Committee in good faith shall be final and binding on all parties.
The Committee's decision shall never be subject to de novo
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review. When appropriate the Plan shall be administered to qualify certain of
the Options granted under it as "incentive stock options" described in Section
422 of the Internal Revenue Code of 1986, as amended.
4. Stock Reserved for the Plan. The shares subject to the Plan
shall consist of unissued shares of the Common Stock or previously issued shares
reacquired and held by the Company or its subsidiaries. The total amount of the
Common Stock with respect to which options may granted under the Plan
("Options") shall not exceed 100,000 shares in aggregate. The class and
aggregate number of shares that may be subject to Options shall be subject to
adjustment under Section . This number of shares shall be and is hereby reserved
for issuance pursuant to this Plan. Any of such shares that may remain unsold
and that are not subject to outstanding Options at the termination of the Plan
shall cease to be reserved for the purpose of the Plan. Should any Option expire
or be canceled before its exercise in full, the shares theretofore subject to
such option may again be made subject to an Option.
5. Grant of Options. The Committee may grant the following
options any time during the term of this Plan to any Region Manager Company
that it chooses:
(a) "Incentive" Stock Options. The Committee may grant to a
Region Manager an Option, or Options, to buy a stated number of shares
of Common Stock under the terms and conditions of the Plan, which
Option or Options would be an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.
(b) "Non-incentive" Stock Options. The Committee may grant to
a Region Manager an Option, or Options, to buy a stated number of
shares of Common Stock under the terms and conditions of the Plan,
which Option or Options would not constitute an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended.
Each option granted shall be approved by the Committee.
Subject only to any applicable limitations set forth in this Plan, the number of
shares of Common Stock to be covered by an Option shall be as determined by the
Committee.
6. Factors to be Considered. In determining the number of
shares subject to an Option granted in any given year to a particular Region
Manager, the Committee shall consider whether:
(i) pretax profits in the Region Manager's territory have
increased over the prior year as reported on the
Region Manager's profit center statement;
(ii) Cash to Houston for the Region Manager's territory
has increased over the prior year;
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(iii) the percentage of claim dollars to revenues in the
Region Manager's territory as reported on Schedule XL
has decreased over the prior year;
(iv) delinquencies to STC - Houston have decreased or
maintained at zero level from the prior year;
(v) market share has increased in the Region Manager's
territory over the prior year;
(vi) the Region Manager has made efforts to expand
territory through expansion of markets and/or sale of
new products;
(vii) the Region Manager's territory complies with company
policy relating to agency visits, audits, automation,
training, benefit participation; and
(viii) the Region Manager incorporates the Company's goals
and strategies into the goals for his territory.
The Committee shall evaluate the relative importance of these
factors, and the Region Manager's standing among the recipient group as reported
on the Region Performance Summary Report, in its sole and absolute discretion
and shall have full power and authority to determine according to the above
criteria the amount of shares subject to any Option.
7. Stock Appreciation Rights. Stock appreciation rights
("Stock Appreciation Rights") may be included in each Option granted under the
Plan to allow the holder of an Option (an "Optionee") to surrender that Option
(or a portion of the part that is then exercisable) and receive in exchange,
upon a written request from the Optionee describing the special circumstances
that exist which create the need to use such Stock Appreciation Rights and
subject to any other conditions and limitations set by the Committee, an amount
equal to the excess of the fair market value of the Common Stock covered by the
Option (or the portion of it surrendered), determined as of the date of
surrender, over the aggregate option price of the Common Stock. The payment will
be made in shares of Common Stock valued at fair market value. Stock
Appreciation Rights may be exercised only when the fair market value of the
Common Stock covered by the Option surrendered exceeds the option price of the
Common Stock.
Upon the surrender of an Option, or a portion of it, for Stock
Appreciation Rights, the shares represented by the Option (or that part of it
surrendered) shall not be available for reissuance under the Plan.
Each of the Stock Appreciation Rights (a) will expire not
later than the expiration of the underlying Option, (b) may be for no more than
100% of the difference between the exercise price of the underlying Option and
the fair market value of a share of the Common Stock at the time the Stock
Appreciation Right is exercised, and (c) may be exercised only when the
underlying Option is eligible to be exercised.
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<PAGE> 4
8. Option Price. The price at which shares of Common Stock may
be purchased pursuant to an Option that is an incentive stock option shall be
not less than the fair market value of the shares of Common Stock on the date
the Option is granted. The Committee in its discretion may provide that the
price at which shares may be purchased shall be more than the minimum price
required. If an individual owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company, the option price
at which shares may be purchased under an Option that is an incentive stock
option shall be not less than 110% of the fair market value of the Common Stock
on the date the Option is granted.
9. Duration of Options. No Option that is an incentive stock
option shall be exercisable after the expiration of 10 years from the date the
Option is granted. The Committee in its discretion may provide that the Option
shall be exercisable throughout the 10-year period or during any lesser period
commencing on or after the date of grant of the Option and ending upon or before
the expiration of the 10-year period. If an individual owns stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company, no Option that is an incentive stock option shall be exercisable after
the expiration of five years from the date the Option is granted. No Option that
is a non-incentive stock option shall be exercisable after the expiration of 10
years from the date the Option is granted. The Committee in its discretion may
provide that the Option shall be exercisable throughout the 10-year period or
during any lesser period commencing on or after the date of grant of the Option
and ending upon or before the expiration of the 10-year period.
10. Maximum Value of Stock Subject to Options That are
Incentive Stock Options. To the extent that the aggregate fair market value
(determined as of the date the Option is granted) of the stock with respect to
which incentive stock options are exercisable for the first time by the Optionee
in any calendar year (under this Plan and any other incentive stock option
plan(s) of the Company and any parent and subsidiary corporation) exceeds
$100,000, the Options shall be treated as non-incentive stock options. In making
this determination, Options shall be taken into account in the order in which
they were granted.
11. Exercise of Options. An Optionee may exercise such
Optionee's Option by delivering to the Company a written notice stating (i) that
such Optionee wishes to exercise such Option on the date such notice is so
delivered, (ii) the number of shares of Common Stock with respect to which the
Option is to be exercised and (iii) the address to which the certificate
representing such shares of Common Stock should be mailed. To be effective, such
written notice shall be accompanied by (i) payment of the Option Price of such
shares of Common Stock and (ii) payment of an amount of money necessary to
satisfy any withholding tax liability that may result from the exercise of such
Option. Each such payment shall be made by cashier's check drawn on a national
banking association and payable to the order of the Company in United States
dollars.
12. Transferability of Options. Options and Stock
Appreciation Rights shall not be transferable by the Optionee except by will
or under the laws of descent and distribution, and shall be exercisable,
during his lifetime, only by him.
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<PAGE> 5
13. Termination of Employment or Death of Optionee. Except as
may be otherwise expressly provided herein, all Options (whether incentive or
non-incentive) shall terminate on the earlier of the date of the expiration of
the Option or one day less than three months after the date of severance, upon
severance of the employment relationship between the Company and the Optionee,
whether with or without cause, for any reason other than the death of the
Optionee, including retirement or disability, during which period the Optionee
shall be entitled to exercise the Option in respect of the number of shares that
the Optionee would have been entitled to purchase had the Optionee exercised the
Option on the date of such severance of employment. Whether authorized leave of
absence, or absence on military or government service, shall constitute
severance of the employment relationship between the Company and the Optionee
shall be determined by the Committee at the time thereof.
In the event of the death of the holder of any Option (whether
incentive or non-incentive) while in the employ of the Company and before the
date of expiration of such Option, such Option shall continue in effect until
the date of expiration of the Option. After the death of the Optionee, his
executors, administrators or any person or person to whom his Option may be
transferred by will or by the laws of descent and distribution, shall have the
right, any time before the termination of an Option, to exercise the Option in
respect to the number of shares that the Optionee would have been entitled to
exercise if he had exercised the Option on the date of his death while in
employment.
Notwithstanding the foregoing provisions of this Section , in
the case of an Option that is a non-incentive stock option, the Committee may
provide for a different option termination date in the option agreement with
respect to such Option. For purposes of incentive stock options issued under
this Plan, an employment relationship between the Company and the Optionee shall
be deemed to exist during any period in which the Optionee is employed by the
Company, by any parent or subsidiary corporation, by a corporation issuing or
assuming an option in a transaction to which Section 424(a) of the Internal
Revenue Code of 1986, as amended, applies, or by a parent or subsidiary
corporation of such corporation issuing or assuming an option. For this purpose,
the phrase "corporation issuing or assuming an option" shall be substituted for
the word "Company" in the definitions of parent and subsidiary corporations in
Section and the parent-subsidiary relationship shall be determined at the time
of the corporate action described in Section 424(a) of the Internal Revenue Code
of 1986, as amended. For purposes of non-incentive stock options issued under
this Plan, an employment relationship between the Company and the Optionee will
exist under the circumstances described above for incentive stock options and
will also exist if the Optionee is transferred to an affiliate corporation
approved by the Committee.
14. Requirements of Law. The Company shall not be required to
sell or issue any shares under any Option if issuing the shares shall constitute
a violation by the Optionee or the Company of any provisions of any law or
regulation of any governmental authority. Each Option granted under this Plan
shall be subject to the requirements that, if at any time the Board of Directors
of the Company or the Committee shall determine that the listing, registration
or qualification of the shares upon any securities exchange or under any state
or federal law of the United states or of any other country or governmental
subdivision, or the consent or approval of any
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<PAGE> 6
governmental regulatory body, or investment or other representations, are
necessary or desirable in connection with the issue or purchase of shares
subject to an Option, that Option shall not be exercised in whole or in part
unless the listing, registration, qualification, consent, approval or
representations shall have been effected or obtained free of any conditions not
acceptable to the Board of Directors. Any determination in this connection by
the Committee shall be final. In the event the shares issuable on exercise of an
Option are not registered under the Securities Act of 1933, the Company may
imprint on the certificate for those shares the following legend or any other
legend which counsel for the Company considers necessary or advisable to comply
with the Securities Act of 1933:
"The shares of stock represented by this certificate have not
been registered under the Securities Act of 1933 or under the
securities laws of any state and may not be sold or
transferred except upon registration or upon receipt by the
Corporation of an opinion of counsel satisfactory to the
Corporation, in form and substance satisfactory to the
Corporation, that registration is not required for a sale or
transfer."
The Company may, but shall in no event be obligated to, register any securities
covered by this Plan under the Securities Act of 1933 (as now in effect or as
later amended) and, in the event any shares are registered, the Company may
remove any legend on certificates representing those shares. The Company shall
not be obligated to take any other affirmative action to cause the exercise of
an Option or the issuance of shares under the Option to comply with any law or
regulation or any governmental authority.
15. No Rights as Stockholder. No Optionee shall have rights as
a stockholder with respect to shares covered by his Option until the date a
stock certificate is issued for the shares. Except as provided in Section 15, no
adjustment for dividends, or other matters shall be made if the record date is
before the date the certificate is issued.
16. Employment Obligation. The granting of any Option
shall not impose upon the Company any obligation to employ or continue to
employ any Optionee. The right of the Company to terminate the employment of
any officer or other employee shall not be diminished or affected because an
Option has been granted to him.
17. Adjustments. The existence of outstanding Options shall
not affect in any way the right or power of the Company or its stockholders to
make or authorize any or all adjustments, recapitalizations, reorganizations or
other changes in the Company's capital structure or its business, or any merger
or consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.
If the Company shall effect a subdivision or consolidation of
shares or other capital adjustment of, or the payment of a dividend in capital
stock or other equity securities of the Company on, its Common Stock, or other
increase or reduction
6
<PAGE> 7
of the number of shares of the Common Stock outstanding without receiving
consideration therefor in money, services, or property, or the reclassification
of its Common Stock, in whole or in part, into other equity securities of the
Company, then (a) the number, class and per share price of shares of stock
subject to outstanding Options hereunder shall be appropriately adjusted (or in
the case of the issuance of other equity securities as a dividend on, or in a
reclassification of, the Common Stock, the Options shall extend to such other
securities) in a way that entitles an Optionee to receive, upon exercise of an
Option, for the same aggregate cash compensation, the same total number and
class or classes of shares (or in the case of a dividend of, or reclassification
into, other equity securities, such other securities) he would have held after
such adjustment if he had exercised his Option in full immediately before the
event requiring the adjustment, or, if applicable, the record date for
determining shareholders to be affected by such adjustment; and (b) the number
and class of shares then reserved for issuance under the Plan (or in the case of
a dividend of, or reclassification into, other equity securities, such other
securities) shall be adjusted by substituting for the total number and class of
shares of stock then received, the number and class or classes of shares of
stock (or in the case of a dividend on, or reclassification into, other equity
securities, such other securities) that would have been received by the owner of
an equal number of outstanding shares of Common Stock as the result of the event
requiring the adjustment. Comparable rights shall accrue to each Optionee upon
successive subdivisions, consolidations, capital adjustment, dividends or
reclassifications of the character described above.
If the Company shall make a tender offer for, or grant to all
of its holders of its shares of Common Stock the right to require the Company or
any subsidiary of the Company to acquire from such stockholders shares of,
Common Stock, at a price in excess of the Current Market Price (a "Put Right")
or the Company shall grant to all of its holders for its shares of Common Stock
the right to acquire shares of Common Stock for less than the Current Market
Price (a "Purchase Right") then, in the case of a Put Right, the Option Price
shall be adjusted by multiplying the Option Price in effect immediately before
the record date for the determination of stockholders entitled to receive such
Put Right by a fraction, the numerator of which shall be the number of shares of
Common Stock then outstanding minus the number of shares of Common Stock that
could be purchased at the Current Market Price for the aggregate amount that
would be paid if all Put Rights are exercised and the denominator of which is
the number of shares of Common Stock that would be outstanding if all Put Rights
are exercised; and, in the case of a Purchase Right, the Option Price shall be
adjusted by multiplying the Option Price in effect immediately before the record
date for the determination of the stockholders entitled to receive such Purchase
Right by a fraction, the numerator of which shall be the number of shares of
Common Stock then outstanding plus the number of shares of Common Stock that
could be purchased at the Current Market Price for the aggregate amount that
would be paid if all Purchase Rights are exercised and the denominator of which
is the number of shares of Common Stock that would be outstanding if all
Purchase Rights are exercised. In addition, the number of shares subject to the
option shall be increased by multiplying the number of shares then subject to
the Option by a fraction that is the inverse of the fraction used to adjust the
Option Price. Notwithstanding the foregoing, if any such Put Rights or Purchase
Rights shall terminate without being exercised, the Option Price and number of
shares subject to Option shall be appropriately readjusted to reflect the Option
Price and number of shares subject to the Option that would have been in effect
7
<PAGE> 8
if such unexercised Rights had never existed. Comparable adjustments shall be
made upon successive transactions of the character described above.
After the merger of one or more corporations into the Company,
after any consolidation of the Company and one or more corporations, or after
any other corporate transaction described in Section 424(a) of the Code in which
the Company shall be the surviving corporation, each Optionee, at no additional
cost, shall be entitled to receive, upon any exercise of his Option, in lieu of
the number of shares as to which the Option shall then be so exercised, the
number and class of shares of stock or other equity securities to which the
Optionee would have been entitled pursuant to the terms of the agreement of
merger or consolidation if at the time of such merger or consolidation such
Optionee had been a holder of a number of shares of Common Stock equal to the
number of shares as to which the Option shall then be so exercised and, if as a
result of such merger, consolidation or other transaction, the holders of Common
Stock are not entitled to receive any shares of Common Stock pursuant to the
terms thereof, each Optionee, at no additional cost shall be entitled to
receive, upon exercise of his Option, such other assets and property, including
cash to which he would have been entitled if at the time of such merger,
consolidation or other transaction he had been the holder of the number of
shares of Common Stock equal to the number of shares as to which the Option
shall then be so exercised. Comparable rights shall accrue to each Optionee upon
successive mergers or consolidations of the character described above.
After a merger of the Company into one or more corporations,
after a consolidation of the Company and one or more corporations, or after any
other corporate transaction described in Section 424(a) of the Code in which the
Company is not the surviving corporation, each Optionee shall, at no additional
cost, be entitled at the option of the surviving corporation (i) to have his
then existing Option assumed or have a new option substituted for the existing
Option by the surviving corporation to the transaction that is then employing
him, or a parent or subsidiary of such corporation, on a basis where the excess
of the aggregate fair market value of the shares subject to the option
immediately after the substitution or assumption over the aggregate option price
of such option is equal to the excess of the aggregate fair market value of all
shares subject to the option immediately before such substitution or assumption
over the aggregate option price of such shares, provided that the shares subject
to the new option must be traded on the New York or American Stock Exchange or
quoted on the National Association of Securities Dealers Automated Quotation
System, or (ii) to receive, upon any exercise of his Option, in lieu of the
number of shares as to which the Option shall then be so exercised, the
securities, property and other assets, including cash, to which the Optionee
would have been entitled pursuant to the terms of the agreement of merger or
consolidation or the agreement giving rise to the other corporate transaction if
at the time of such merger, consolidation or other transaction such Optionee had
been the holder of the number of shares of Common Stock equal to the number of
shares as to which the Option shall then be so exercised.
If a corporate transaction described in Section 424(a) of the
code that involves the Company is to take place and there is to be no surviving
corporation while an Option remains in whole or in part unexercised, it shall be
canceled by the Board of Directors as of the effective date of any such
corporate transaction but before that date each Optionee shall be provided with
a notice of such cancellation and each
8
<PAGE> 9
Optionee shall have the right to exercise such Option in full to the extent it
is then still unexercised during a 30-day period preceding the effective date of
such corporate transaction.
For purposes of this Section 15, Current Market Price per
share of Common Stock shall mean the last reported price for the Common Stock in
the New York Stock Exchange--Composite Transaction listing on the trading day
immediately preceding the first trading day on which, as a result of the
establishment of a record date or otherwise, the trading price reflects that an
acquiror of Common Stock in the public market will not participate in or receive
the payment of any applicable dividend or distribution.
Except as hereinbefore expressly provided, the issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, for cash or property, or for labor or services either
upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of shares of
Common Stock then subject to outstanding Options.
18. Amendment or Termination of Plan. The Board of Directors
may amend, alter or discontinue the Plan, but no amendment or alteration shall
be made which would impair the rights of any Optionee under any Option
theretofore granted without his consent. The Board shall have the power to make
all changes in the Plan and in the regulations and administrative provisions
under the Plan or in any outstanding Option as in the opinion of counsel for the
Company may be necessary or appropriate from time to time to enable any Option
granted pursuant to the Plan to qualify as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended, and the
regulations that may be issued under that Section as in existence from time to
time.
19. Written Agreement. Each Option granted under this Plan
shall be embodied in a written option agreement, which shall be subject to the
terms and conditions prescribed above, and shall be signed by the Optionee and
by the appropriate officer of the Company for and in the name and on behalf of
the Company. Each option agreement shall contain any other provisions that the
Committee in its discretion shall deem advisable.
20. Indemnification of the Committee. The Company shall
indemnify each present and future member of the Committee against, and each
member of the Committee shall be entitled without further act on his part to
indemnity from the Company for, all expenses (including the amount of judgments
and the amount of approved settlements made with a view to the curtailment of
costs of litigation, other than amounts paid to the Company itself) reasonably
incurred by him in connection with or arising out of any action, suit or
proceeding in which he may be involved because of his being or having been a
member of the Committee, whether he continues to be such member of the Committee
at the time of incurring such expenses; provided, however, that such indemnity
shall not include any expenses incurred by any such member of the Committee (a)
in respect of matters as to which he shall be finally adjudged in any such
action, suit or proceeding to have been guilty of gross negligence
9
<PAGE> 10
or willful misconduct in the performance of his duty as such member of the
Committee, or (b) in respect of any matter in which any settlement is effected,
to an amount in excess of the amount approved by the Company on the advice of
its legal counsel; and provided further, that no right of indemnification under
the provisions set forth herein shall be available to or enforceable by any such
member of the Committee unless, within sixty (60) days after institution of any
such action, suit or proceeding, he shall have offered the Company, in writing,
the opportunity to handle and defend the same at its own expense. The foregoing
right of indemnification shall inure to the benefit of the heirs, executors or
administrators of each such member of the Committee and shall be in addition to
all other rights to which such member of the Committee may be entitled to as a
matter of law, contract or otherwise. Nothing in this Section 18 shall be
construed to limit or otherwise affect any right to indemnification or payment
of expense, or any provisions limiting the liability of any officer or director
of the Company or any member of the Committee, provided by law, the Certificate
of Incorporation of the Company or otherwise.
21. Effectiveness and Expiration of the Plan. The Plan shall
be effective January 1, 1997. The Plan shall expire five years and one day after
the effective date of the Plan, and thereafter no option shall be granted
pursuant to the Plan.
10
<PAGE> 1
Exhibit 4.5
SAMPLE
STEWART INFORMATION SERVICES CORPORATION
1997 STOCK OPTION PLAN FOR REGION MANAGERS
NON-INCENTIVE STOCK OPTION AGREEMENT
Under the terms and conditions of the 1997 Stock Option Plan for Region
Managers (the "Plan"), a copy of which is attached hereto and incorporated in
this Agreement by reference, Stewart Information Services Corporation (the
"Company") grants to ___________________________ (the "Optionee") the option to
purchase _____________ shares of the Company's Common Stock, $1.00 par value, at
the price of $____________ per share, subject to adjustment as provided in the
Plan (the "Option").
This Option shall be for a term commencing on this date and ending
____________________, unless the Option is terminated earlier by reason of your
termination of employment, as provided in the Plan.
This Option is a non-incentive stock option which is not intended to be
governed by Section 422 of the Internal Revenue Code of 1986, as amended.
The Optionee in accepting this Option accepts and agrees to be bound by
all the terms and conditions of the Plan which pertain to non-incentive stock
options granted under the Plan.
Granted the ______ day of _______________________, 199____.
STEWART INFORMATION SERVICES CORPORATION
By......................................
Name:...................................
Title:..................................
ACCEPTED:
......................................
Optionee
......................................
Date
<PAGE> 2
SAMPLE
STEWART INFORMATION SERVICES CORPORATION
1997 STOCK OPTION PLAN FOR REGION MANAGERS
INCENTIVE STOCK OPTION AGREEMENT
Under the terms and conditions of the 1997 Stock Option Plan for Region
Managers (the "Plan"), a copy of which is attached hereto and incorporated in
this Agreement by reference, Stewart Information Services Corporation (the
"Company") grants to ___________________________ (the "Optionee") the option to
purchase _____________ shares of the Company's Common Stock, $1.00 par value, at
the price of $____________ per share, subject to adjustment as provided in the
Plan (the "Option").
This Option shall be for a term commencing on this date and ending
____________________, unless the Option is terminated earlier by reason of your
termination of employment, as provided in the Plan.
This Option is an incentive stock option which is intended to be
governed by Section 422 of the Internal Revenue Code of 1986, as amended.
The Optionee in accepting this Option accepts and agrees to be bound by
all the terms and conditions of the Plan which pertain to incentive stock
options granted under the Plan.
Granted the ______ day of _______________________, 199____.
STEWART INFORMATION SERVICES CORPORATION
By......................................
Name:...................................
Title:..................................
ACCEPTED:
......................................
Optionee
......................................
Date
<PAGE> 1
Exhibit 5.1
[FULBRIGHT & JAWORSKI LETTERHEAD]
Stewart Information Services Corporation
March 26, 1997
Page 1
March 26, 1997
Re: Stewart Information Services Corporation
Registration Statement on Form S-8
Stewart Information Services Corporation
Suite 800
1980 Post Oak Boulevard
Houston, Texas 77056
Dear Ladies and Gentlemen:
We have acted as counsel for Stewart Information Services
Corporation, a Delaware corporation (the "Company') , in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
100,000 shares of the Company's common stock, $1.00 par value (the "Common
Stock"), to be offered upon the terms and subject to the conditions set forth in
the Company's 1997 Stock Option Plan for Region Managers (the "Plan"). The
Company is filing a Registration Statement on Form S-8 (the "Registration
Statement") relating thereto with the Securities and Exchange Commission.
In connection therewith, we have examined originals or copies
certified or otherwise identified to our satisfaction of the Certificate of
Incorporation of the Company, the Bylaws of the Company, the corporate
proceedings with respect to the offering of shares and such other documents and
instruments as we have deemed necessary or appropriate for the expression of the
opinions contained herein.
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies and the correctness of all statements of fact
contained in all records, certificates and other instruments that we have
examined.
Based on the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that:
1. The Company has been duly organized and is validly
existing in good standing under the laws of the State of
Delaware.
<PAGE> 2
Stewart Information Services Corporation
March 26, 1997
Page 2
2. The 100,000 shares of Common Stock proposed to be sold by
the Company pursuant to the Plan have been duly and
validly authorized for issuance and, when issued in
accordance with the terms of such agreements, and subject
to compliance with any applicable Blue Sky laws, will be
duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Fulbright & Jaworski L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Stewart Information Services Corporation of our report
dated January 20, 1995 on the consolidated financial statements of Stewart
Title & Trust of Phoenix, Inc. appearing in the Annual Report on Form 10-K for
the year ended December 31, 1996.
/s/ PRICE WATERHOUSE LLP
- --------------------------
PRICE WATERHOUSE LLP
Phoenix, Arizona
March 20, 1997
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Interests
of Named Experts and Counsel" in the Registration Statement (Form S-8)
pertaining to the 1997 Stock Option Plan for Region Managers of Stewart
Information Services Corporation and to the incorporation by reference therein
of our report dated January 20, 1995, with respect to the statements of
operations and retained earnings and cash flows for the year ended December 31,
1994 (not presented separately therein) included in Stewart Information Services
Corporation's Annual Report (Form 10-K) for the year ended December 31, 1996,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
------------------------
ERNST & YOUNG LLP
Century City
Los Angeles, California
March 17, 1997
<PAGE> 3
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/ DOSHIER, PICKENS & FRANCIS, P.C.
- ------------------------------------
Doshier, Pickens & Francis, P.C.
February 25, 1997
<PAGE> 4
The Board of Directors
Stewart Information Services Corporation
I consent to the use of my report incorporated herein by reference and to the
reference to our firm under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/ JIM S. WALKER
- ---------------------------------
Jim S. Walker
January 31, 1997
<PAGE> 5
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/ FANCHER & COMPANY
- ---------------------
FANCHER & COMPANY
February 28, 1997
<PAGE> 6
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Interests of Named Experts and
Counsel" in such Registration Statement.
/s/ M. TIMOTHY O'ROARK
- ----------------------------------
M. TIMOTHY O'ROARK
February 18, 1997
<PAGE> 7
March 12, 1997
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
Sincerely,
/s/ GRANT BENNETT ACCOUNTANTS
----------------------------------------
GRANT BENNETT ACCOUNTANTS
Certified Public Accountants
A Professional Corporation
<PAGE> 8
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference and
to the reference to our firm under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/ AARONSON, WHITE & COMPANY
-------------------------------------
AARONSON, WHITE & COMPANY
Houston, TX
<PAGE> 9
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Interests of Named Experts and
Counsel" in such Registration Statement.
EDGAR, KIKER & CROSS
----------------------------
EDGAR, KIKER & CROSS, L.L.P.
Certified Public Accountants
February 20, 1997
<PAGE> 10
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference
and to the reference to our firm under the heading "Interests of Named Experts
and Counsel" in Registration Statement.
Signed WILKERSON & ARTHUR
- --------------------------
Date February 24, 1997
- --------------------------
<PAGE> 11
The Board of Directors
Stewart Information Services Corporation
I consent to the use of my report incorporated herein by reference
and to the reference to my firm under the heading "Interests of Named Experts
and Counsel" in Registration Statement.
Signed JESUS YEPEZ CPA
- --------------------------
February 5, 1997
<PAGE> 12
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference
and to the the reference to our firm under the heading "Interests of Named
Experts and Counsel" in Registration Statement.
/s/ WILLIAMS & PEARCY, CPA's
- ----------------------------
Williams & Pearcy, CPA's
January 25, 1997
<PAGE> 13
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report incorporated herein by reference
and to the reference to our firm under the heading "Interests of Named Experts
and Counsel" in Registration Statement.
/s/ FLUSCHE, VAN BEVEREN, KILGORE, P.C.
- ---------------------------------------
Flusche, Van Beveren, Kilgore, P.C.
Corpus Christi, Texas
February 28, 1997
<PAGE> 14
The Board of Directors
Stewart Information Services Corporation
I consent to the use of my report incorporated herein by reference
and to the reference to my firm under the heading "Interests of Named Experts
and Counsel" in Registration Statement.
/s/ GINNY SANDERS MAY, CPA
- --------------------------
March 11, 1997
