<PAGE> 1
COMMISSION FILE
NO.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MAIC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Alabama 6719 63-1137505
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Code No.) Identification No.)
</TABLE>
100 Brookwood Place
Birmingham, Alabama 35209
(Address of Principal Executive Offices)
MAIC HOLDINGS, INC. INCENTIVE COMPENSATION STOCK PLAN
(Full title of the plan)
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A. Derrill Crowe, M.D., President
100 Brookwood Place
Birmingham, Alabama 35209
(Name and address of agent for service)
(205) 877-4400
(Telephone number, including area code, of agent for service)
Copies to:
Jack P. Stephenson, Jr.
BURR & FORMAN
P.O. Box 830719
Birmingham, Alabama 35283-0719
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE* OFFERING PRICE* FEE
- ---------- ---------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
Common Stock
par value 750,000 $30.00 $22,500,000 $7,758.62
$1.00
</TABLE>
- -------------------------
*Calculated in accordance with Rule 457(h) of the Securities and Exchange
Commission.
This Registration Statement shall become effective in accordance with Rule
462 under the Securities Act of 1933.
Page 1 of 13
Index to Exhibits on Page 6
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, filed with, or furnished to, the Commission,
or information included therein, are incorporated herein by reference:
(a) The Company's latest Annual Report filed pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 or any later
Prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933,
which contains, either directly or by incorporation by reference, audited
financial statements for the Company's latest fiscal year for which such
statements have been filed.
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Annual Report or the Prospectus referred to in (a)
above.
(c) The description of the common stock registered under Section
12 of the Securities Exchange Act of 1934 contained in the registration
statement filed under such Act, including any amendments or reports 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 Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment indicating that all securities offered
hereby have been sold or deregistering all such securities then unsold, shall
be deemed to be incorporated by reference in and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
MAIC Holdings, Inc.
Article X of the By-Laws of MAIC Holdings sets forth the extent to
which MAIC Holdings directors and officers may be indemnified by MAIC Holdings
against liabilities which they may incur while serving in such capacities.
Such indemnification is authorized by Section 145 of the Delaware General
Corporation Law.
The By-Laws provide that MAIC Holdings 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, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
MAIC Holdings) by reason of the fact that he is or was a director, officer,
employee or agent of MAIC Holdings, or is or was serving at the request of MAIC
Holdings as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), 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 MAIC Holdings, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of MAIC Holdings, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
The By-Laws further provide that MAIC Holdings 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 or suit by or in the right of MAIC
Holdings to procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent
2
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of MAIC Holdings, or is or was serving at the request of MAIC Holdings, as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of MAIC
Holdings and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to MAIC Holdings unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery of such other court
shall deem proper.
Article Eighth of MAIC Holdings Certificate of Incorporation also
provides, to the fullest extent permitted by the Delaware General Corporation
Law, that no director of MAIC Holdings shall be liable to MAIC Holdings or its
stockholders for monetary damages for breach of fiduciary duty as a director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable.
ITEM 8. EXHIBITS
4.1 Certificate of Incorporation of MAIC Holdings
4.2 By-laws of MAIC Holdings
4.3 Form of Common Stock Certificate
4.4 Mutual Assurance, Inc. 1995 Stock Award Plan
4.5 Amendment and Assumption Agreement
5 Opinion of Burr & Forman
23.1 Consent of Ernst & Young LLP
23.2 Consent of Burr & Forman (included in Exhibit 5)
99 Corporations whose employees are eligible to participate in
the Plan.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective Amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in information set forth in the registration statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
3
<PAGE> 4
Provided, however, that paragraphs a(1)(i) and a(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by the registrant
of expenses paid or incurred by a director, officer or controlling person of
the registrant in the successful defense of any action, suit, or proceeding) is
asserted by such director, officer, or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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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, as the Registrant and the
person responsible for the administration of the Plan, by the undersigned
thereunto duly authorized in the City of Homewood, State of Alabama, on this
the 28th day of June, 1996.
MAIC HOLDINGS, INC.
By: /s/ A. Derrill Crowe
-----------------------
A. Derrill Crowe, M.D., President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul R. Butrus, James J. Morello and
Robert D. Francis, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
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, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ A. Derrill Crowe, M.D.
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A. Derrill Crowe, M.D. President (Principal Executive Officer) June 28, 1996
and Director
/s/ Paul R. Butrus
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Paul R. Butrus Executive Vice President (Principal June 27, 1996
Executive Officer) and Director
/s/ James J. Morello
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James J. Morello Treasurer (Principal Financial Officer
and Principal Accounting Officer) June 27, 1996
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Paul D. Everest, M.D. Director June , 1996
---
- ----------------------------
Robert E. Flowers, M.D. Director June , 1996
---
/s/ Leon C. Hamrick
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Leon C. Hamrick, M.D. Director June 28, 1996
</TABLE>
5
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT PAGE
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<S> <C> <C>
4.1 Certificate of Incorporation of MAIC Holdings, Inc.(1) - -
4.2 By-laws of MAIC Holdings, Inc.(1) - -
4.3 Form of Common Stock Certificate(1) - -
4.4 Mutual Assurance, Inc. 1995 Stock Award Plan(1) - -
4.5 Amendment and Assumption Agreement - 7 -
5 Opinion of Burr & Forman -10-
23.1 Consent of Ernst & Young LLP -12-
23.2 Consent of Burr & Forman (included in Exhibit 5) - -
99 Corporations whose employees are eligible to participate in the Plan. -13-
</TABLE>
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(1) Filed as an exhibit to the Company's Registration Statement on Form
S-4 (Commission File No. 33- 91508) and incorporated herein by
reference pursuant to Rule 12b-32 of the Securities and Exchange
Commission.
6
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AMENDMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT is made and entered into by and between Mutual Assurance,
Inc. ("Mutual Assurance"), an Alabama stock insurer and MAIC Holdings, Inc., a
Delaware corporation ("MAIC Holdings");
WITNESSETH:
WHEREAS, the Mutual Assurance, Inc. 1995 Stock Award Plan (the "Stock Plan")
was approved by the shareholders of Mutual Assurance on August 2, 1995;
WHEREAS, on August 31, 1995, a Plan of Exchange between Mutual Assurance was
implemented pursuant to which MAIC Holdings became the publicly owned holding
company for Mutual Assurance and its subsidiaries and Mutual Assurance became a
privately held wholly-owned subsidiary of MAIC Holdings;
WHEREAS, the Board of Directors has authorized MAIC Holdings to assume the
rights and obligations of Mutual Assurance under the Stock Plan and the Mutual
Assurance Board has authorized the assumption of the Stock Plan by MAIC
Holdings and has approved an amendment to the Stock Plan to reflect such
assumption;
WHEREAS, the Board of Directors of MAIC Holdings has also adopted certain
amendments to the Stock Plan, including without limitation, the change of the
name of the Stock Plan to the "MAIC Holdings, Inc. Incentive Compensation Stock
Plan;"
WHEREAS, the Board of Directors of each of MAIC Holdings and Mutual
Assurance have directed that MAIC Holdings and Mutual Assurance enter into an
agreement to reflect such assumption and amendments.
NOW, THEREFORE, THESE PREMISES CONSIDERED, MAIC Holdings and Mutual
Assurance do hereby agree as follows:
1. MAIC Holdings does hereby assume the obligations of Mutual
Assurance, and Mutual Assurance does hereby assign its rights to MAIC Holdings,
under the terms and conditions of the Mutual Assurance, Inc. 1995 Stock Award
Plan (the "Stock Plan").
2. MAIC Holdings and Mutual Assurance agree that the Stock Plan is
amended in the following respects:
<PAGE> 2
(a) The Stock Plan is hereby amended to reflect the assumption
of the Stock Plan by MAIC Holdings by deleting Section 1.6 of the Stock Plan in
its entirety therefrom and substituting in lieu thereof the following:
1.6 "Company" shall mean MAIC Holdings, Inc., a
Delaware corporation.
(b) The Stock Plan is hereby further amended to reflect the
change in its name to the "MAIC Holdings, Inc. Incentive Compensation Stock
Plan" by deleting Sections 1.21 and 2.1 of the Stock Plan in its entirety
therefrom and in lieu thereof the following:
1.21 "Plan" shall mean the MAIC Holdings, Inc.
Incentive Compensation Stock Plan, the terms of which are set forth
herein.
2.1 Name. This plan shall be known as the "MAIC
Holdings, Inc. Incentive Compensation Stock Plan."
(c) The Stock Plan is hereby further amended to permit the
directors of MAIC Holdings and its subsidiaries to take Stock in lieu of their
regular cash compensation by deleting Section 1.25, Article III, and Section
7.1 of the Stock Plan in their entirety therefrom and substituting in lieu of
each of them the following:
1.25 "Restricted Stock" shall mean Stock issued to a
Grantee pursuant to Article VII hereof.
ARTICLE III
The class of persons eligible to participate in the Plan
shall consist of Directors, Officers, and employees of the Company
and all Directors, Officers and employees of a Subsidiary whose
participation in the Plan the Committee determines to be in the
best interest of the Company; provided that Directors may only be
granted Options or Awards pursuant to an election to receive annual
Director fees in either cash or an equivalent amount of securities.
7.1 Awards of Restricted Stock. The Committee may
grant Awards of Restricted Stock, which may be governed by a
Restriction Agreement between the Company and the Grantee. A
Restriction Agreement, if any, may contain such restrictions, terms
and conditions as the Committee may, in its discretion, determine,
<PAGE> 3
and may require that an appropriate legend be placed on certificates
evidencing the subject Restricted Stock.
Shares of Restricted Stock granted pursuant to an Award shall be
issued in the name of the Grantee as soon as reasonably practicable
after the Award is granted, provided that the Grantee, if so
required, has executed the Restriction Agreement governing the Award
and any other documents that the Committee may require as a
condition to the issuance of such Shares. If a Grantee shall fail
to exercise the foregoing documents within any time period
prescribed by the Committee, the Award shall be void. At the
discretion of the Committee, Stock issued in connection with an
Award shall be deposited together with stock powers with an escrow
agent designated by the Committee. So long as such Stock is held by
the escrow agent, Grantee shall, subject to Sections 7.2 and 7.5
hereof and subject further to any contrary provisions in the
Restriction Agreement, have all of the rights of a stockholder with
respect to such Stock, including the right to vote the Stock and to
receive dividends or other distributions paid or made with respect
to such Stock.
3. Except as assumed and amended hereby, the terms and conditions of
the Stock Plan shall remain in full force and effect. MAIC Holdings hereby
ratifies, confirms, approves, and agrees to be bound by the terms and
conditions of the Stock Plan as amended hereby.
4. This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of th eparties hereto.
IN WITNESS WHEREOF, the parties have duly executed this Assumption and
Amendment Agreement on this 8th day of April, 1996.
MAIC HOLDINGS, INC.
By: /s/ James J. Morello
-------------------------------------------
Its: Treasurer
------------------------------------
MUTUAL ASSURANCE, INC.
By: /s/ Robert D. Francis
-------------------------------------------
Its: Senior Vice President and Secretary
-----------------------------------
3
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JACK P. STEPHENSON
DIRECT DIAL (205) 458-5201
July 15, 1996
Board of Directors
MAIC Holdings, Inc.
RE: SECURITIES AND EXCHANGE COMMISSION FORM S-8 REGISTRATION
STATEMENT FOR THE MAIC HOLDINGS, INC. INCENTIVE COMPENSATION
STOCK PLAN
Gentlemen:
As counsel to MAIC Holdings, Inc. ("MAIC Holdings"), we have been
requested to render the following opinion to you with regard to the legality of
the securities being registered under the Registration Statement (Form S-8)
pertaining to the MAIC Holdings, Inc. Incentive Compensation Stock Plan.
In connection with this opinion, we have reviewed the following: (i)
the Mutual Assurance, Inc., 1995 Stock Award Plan, as amended and changed to
the MAIC Holdings, Inc. Incentive Compensation Stock Plan pursuant to that
certain Amendment and Assumption Agreement between Mutual Assurance, Inc., and
MAIC Holdings, Inc., dated April 8, 1996 (the "Plan"); and the Registration
Statement of MAIC Holdings on Form S-8 (including all exhibits thereto) (the
"Registration Statement"). In addition, we have reviewed and are familiar with
the Certificate of Incorporation and Bylaws of MAIC Holdings and the minutes of
the proceedings of the Board of Directors and Stockholders of MAIC Holdings.
We have also considered such matters of law as we have deemed appropriate as a
basis for our opinion set forth below.
In rendering the opinions set forth herein, we have relied upon, and
assumed the accuracy of the certificates and other statements, documents,
records, and papers with respect to the factual matters set forth therein, and
we assume the genuineness of all signatures and the authenticity of all
documents submitted to us as originals in the conformity to original documents
of all documents submitted to us as certified or photostatic copies in the
legal capacity of all natural persons.
Based on the foregoing, we are of the opinion, as of the date hereof,
that:
1. MAIC Holdings is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business as now being
conducted;
<PAGE> 2
Board of Directors
July 15, 1996
Page 2
2. The shares of MAIC Holdings Common Stock reserved for issuance under
the MAIC Holdings, Inc., Incentive Compensation Stock Plan have been
duly authorized and, when so issued, will be validly issued, fully
paid and non-assessable.
The law covered by the opinions expressed herein is limited to the
Federal law of the United States, the law of the State of Alabama, and the
corporate laws of the State of Delaware; and
This letter may be relied upon by you only in connection with the
transactions contemplated by the filing of the Registration Statement (Form
S-8) and may not be used or relied upon by any other person for any purpose
whatsoever, other than in connection with regulatory requirements or response
to court order, without in each instance, our prior written consent.
We consent to the reference to our firm in the Registration Statement
and the related prospectus.
Very truly yours,
/s/ Burr & Forman
BURR & FORMAN
<PAGE> 1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the MAIC Holdings, Inc. Incentive Compensation Stock
Plan of our report dated February 13, 1996, with respect to the consolidated
financial statements and schedules of MAIC Holdings, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Birmingham, Alabama
July 12, 1996
<PAGE> 1
CORPORATIONS WHOSE EMPLOYEES ARE ELIGIBLE TO PARTICIPATE IN THE PLAN
MAIC Holdings, Inc.
Mutual Assurance, Inc.
Medical Assurance of West Virginia, Inc.
Physicians Insurance Company of Indiana
MAI Corporation
Mutual Assurance Agency, Inc.
LifeSouth, Inc.
ProActive Insurance Company
