<PAGE> 1
As filed with the Securities and Exchange Commission on May 3, 1999
Registration No. _________
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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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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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1999 STOCK OPTION PLAN
(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)
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COPIES TO:
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
ATTENTION: JOHN A. WATSON
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CALCULATION OF REGISTRATION FEE
<TABLE>
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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 300,000 shares $ 40.91 $ 12,271,875 $3,620.20
====================================================================================================================
</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 April 27, 1999.
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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, 1998.
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, 1998.
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 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The financial statements and schedules of the Company as of December
31, 1998 and 1997, and for each of the years in the three-year period ended
December 31, 1998, incorporated by reference in this Registration Statement have
been audited by: KPMG LLP; Doshier, Pickens & Francis, P.C.; Jim S. Walker;
Fancher & Company; M. Timothy O'Roark; Grant Bennett Accountants; Jennings,
Hawley & Co. P.C.; 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 Gratzer, Clem & Co., 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
L.L.P., 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
<PAGE> 3
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.
Section 145 of the General Corporation Law of the State of Delaware
empowers the Company to, and the ByLaws 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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 Certificate of Amendment of Certificate of Incorporation of
Stewart Information Services Corporation dated April 30, 1999.
4.3 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).
4.4 Rights of Common and Class B Common Stockholders (contained in
Exhibits 4.1, 4.2 and 4.3, which are incorporated by reference
herein).
4.5 Stewart Information Services Corporation 1999 Stock Option
Plan.
4.6 Form of 1999 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
2
<PAGE> 4
in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement; and
(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.
3
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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 30th day of April,
1999.
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 30th day of April, 1999.
<TABLE>
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Signature Title
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<S> <C>
CARLOSS MORRIS Co-Chief Executive Officer and Chairman of
Carloss Morris the Board (Principal Executive Officer)
STEWART MORRIS Co-Chief Executive Officer, President and
Stewart Morris Director (Principal Executive Officer)
MAX CRISP Vice President - Finance, Secretary, Treasurer
Max Crisp and Director (Principal Financial Officer and
Principal Accounting Officer)
- ----------------------------------------------- Director
Lloyd M. Bentsen, III
- ----------------------------------------------- Director
E. Douglas Hodo
</TABLE>
4
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<TABLE>
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NITA B. HANKS
Nita B. Hanks Director
Director
- -----------------------------------------------
Paul W. Hobby
C.M. HUDSPETH Director
C.M. Hudspeth
- ----------------------------------------------- Director
W. Arthur Porter
</TABLE>
5
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INDEX TO EXHIBITS
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Exhibit
Number Description
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<S> <C>
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 Certificate of Amendment of Certificate of Incorporation of
Stewart Information Services Corporation dated April 30, 1999.
4.3 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).
4.4 Rights of Common and Class B Common Stockholders (contained in
Exhibits 4.1, 4.2 and 4.3, which are incorporated by reference
herein).
4.5 Stewart Information Services Corporation 1999 Stock Option
Plan.
4.6 Form of 1999 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).
</TABLE>
<PAGE> 1
Exhibit 4.5
STEWART INFORMATION SERVICES CORPORATION
1999 STOCK OPTION PLAN
1. Purpose. The purpose of the Stewart Information Services Corporation
1999 Stock Option Plan (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
executive officers 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 ("Eligible Participants") shall be the executive officers of the
Company other than Carloss Morris and Stewart Morris. 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 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 (the "Code).
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 be granted under the Plan
("Options") shall not exceed 300,000 shares in aggregate. The class and
aggregate number of shares that may be subject to Options shall be subject to
adjustment under Section 16. 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 Eligible Participant that it chooses:
(a) "Incentive" Stock Options. The Committee may grant to an
Eligible Participant 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 Code.
1
<PAGE> 2
(b) "Non-incentive" Stock Options. The Committee may grant to
an Eligible Participant 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 Code.
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. 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.
7. 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.
8. 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.
9. 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.
10. 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
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<PAGE> 3
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.
11. 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.
12. 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 12, 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 Code, as
amended, applies, or by a parent or subsidiary corporation of such corporation
issuing or assuming an option. 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.
13. 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 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."
3
<PAGE> 4
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.
14. 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.
15. 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.
16. 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 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
4
<PAGE> 5
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 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 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 16, 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.
5
<PAGE> 6
17. 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
Code and the regulations that may be issued under that Section as in existence
from time to time.
18. 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.
19. 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 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 19 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.
20. Effectiveness and Expiration of the Plan. The Plan shall be
effective January 1, 1999. 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.
6
<PAGE> 1
Exhibit 4.6
Name of Optionee:___________________________________
(the "Optionee")
STEWART INFORMATION SERVICES CORPORATION
AMENDED AND RESTATED STOCK OPTION AGREEMENT
(Includes all options granted through the date hereof to the Optionee under
all stock option plans of the Company)
Stewart Information Services Corporation (the "Company") has granted to
the Optionee options to purchase the number of shares of common stock, $1.00 par
value, of the Company set forth on Annex A hereto. Annex A also sets forth the
stock option plan of the Company under which such options were granted, the
dates of grant, the prices at which such options are exercisable, the dates on
which such options first became or will become exercisable, the expiration date
of such options and whether such options are intended to be incentive stock
options governed by Section 422 of the Internal Revenue Code of 1986, as
amended.
Each option reflected on Annex A is subject to all the terms and
conditions of the stock option plan under which it was granted.
By accepting the options reflected on Annex A, the Optionee agrees to
be bound by all of the terms and conditions of the stock option plans of the
Company under which such options were granted.
The options reflected in Annex A are cumulative of and restate, and are
not in addition to, any options heretofore reflected in any stock option
agreement between the Company and the Optionee. Annex A reflects all options
granted by the Company to the Optionee through the date hereof.
Dated the ______ day of _______________________, 199____.
STEWART INFORMATION SERVICES CORPORATION
By
-----------------------------------------------
Name:
-------------------------------------------
Title:
-------------------------------------------
ACCEPTED:
- ----------------------------------------
Optionee
- ----------------------------------------
Date
7
<PAGE> 1
Exhibit 5.1
[Letterhead of Fulbright & Jaworski, L.L.P.]
April 30, 1999
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
300,000 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 1999 Stock Option Plan (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.
2. The 300,000 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.
1
<PAGE> 1
EXHIBIT 23.1
The Board of Directors
Stewart Information Services Corporation
We consent to the use of our report dated February 10, 1999, with respect to the
consolidated financial statements of Stewart Information Services Corporation
as of December 31, 1998 and 1997 and for each of the years in the three-year
period ended December 31, 1998, 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/ KPMG LLP
Houston, Texas
May 3, 1999
<PAGE> 2
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 us under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/ DOSHIER, PICKENS & FRANCIS, P.C.
<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 us under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/ JIM S. WALKER
<PAGE> 4
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 us under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/ FANCHER & COMPANY
<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 us under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/ M. TIMOTHY O'ROARK, CPA
<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 us under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/ GRANT BENNETT ACCOUNTANTS
<PAGE> 7
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 us under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/ JENNINGS, HAWLEY & CO., P.C.
<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 us under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/ EDGAR, KIKER & CROSS
<PAGE> 10
April 12, 1999
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 us under the heading "Interests of Named Experts and
Counsel" in Registration Statement.
/s/ WILKERSON & ARTHUR, P.C.
Wilkerson & Arthur, P.C.
<PAGE> 11
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 us under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/ JESUS YEPEZ CPA
<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 reference to us under the heading "Interests of Named Experts and Counsel"
in the Registration Statement.
/s/ WILLIAMS & PEARCY
Williams & Pearcy, P.C.
Certified Public Accountants
<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 us under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/ FLUSCHE, VAN BEVEREN, KILGORE PC
<PAGE> 14
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 us under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
/s/ GRATZER, CLEM & COMPANY
