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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
MAIC Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 63-1137505
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(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
100 Brookwood Place, Birmingham, AL 35209
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(Address of Principal Executive Offices) (Zip Code)
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If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. / / registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. / /
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, $1.00 par value New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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(Title of Class)
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INFORMATION REQUIRED IN
REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
DESCRIPTION OF COMMON STOCK
MAIC Holdings, Inc., a Delaware corporation ("MAIC Holdings"), is
registering its shares of common stock, par value $1.00 per share ("MAIC
Holdings Common Stock"), with the Securities and Exchange Commission pursuant
to Section 12(b) of the Securities Exchange Act of 1934. The holders of MAIC
Holdings Common Stock are entitled to cast one vote for each share held of
record for all matters presented to the stockholders. Holders of MAIC Holdings
Common Stock do not possess cumulative voting rights, and directors are elected
by plurality. The holders of MAIC Holdings Common Stock are entitled to such
dividends as may be declared by the Board of Directors out of funds available
therefor, subject to the right of the holders of any MAIC Holdings' preferred
stock, par value $1.00 per share ("MAIC Holdings Preferred Stock") which may
then be issued. Currently, no shares of MAIC Holdings Preferred Stock are
issued and outstanding. Upon liquidation, dissolution or the winding up of
MAIC Holdings, the assets legally available for distribution to the
stockholders are to be distributed equally among the holders of MAIC Holdings
Common Stock at that time outstanding, subject to prior distribution rights for
creditors and the preferential rights of any shares of MAIC Holdings Preferred
Stock then outstanding. The holders of MAIC Holdings Common Stock have no
preemptive rights or conversion rights.
The Certificate of Incorporation of MAIC Holdings expressly authorizes
the Board of Directors to provide by resolution for the issuance of shares of
MAIC Holdings Preferred Stock, the number of shares to be issued and the
designations, powers, preferences and rights, and the qualifications,
limitations or restrictions of such shares. In exercising such authority, the
Board of Directors of MAIC Holdings may modify the rights of holders of MAIC
Holdings Common Stock.
The Transfer Agent for MAIC Holdings Common Stock is ChaseMellon
Shareholder Services LLC, New York, New York.
CERTAIN ANTI-TAKEOVER PROVISIONS OF THE CERTIFICATE OF INCORPORATION OF MAIC
HOLDINGS
The Certificate of Incorporation of MAIC Holdings includes certain
"anti-takeover" provisions which are intended to prevent a change of control of
MAIC Holdings as a result of actions by less than a substantial majority of the
stockholders. These provisions may have the affect of deterring both the
friendly and "unfriendly" changes in control of MAIC Holdings. These and other
provisions affect stockholders' rights and should be given careful attention.
CAPITAL STOCK. The Certificate of Incorporation of MAIC Holdings
authorizes the issuance of up to 100,000,000 shares of MAIC Holdings Common
Stock and 50,000,000 shares of MAIC Holdings Preferred Stock. Such shares may
be issued by the Board of Directors of MAIC Holdings without further action or
authorization by the stockholders of MAIC Holdings (unless required in any
specific case by applicable laws, regulations or by any stock exchange upon
which the shares may at the time be listed). MAIC Holdings Preferred Stock may
be issued in one or more classes or series and may have such voting powers, if
any, designations, preferences and relative participating, optional and other
special rights, qualifications, limitations and restrictions as the Board of
Directors may fix by resolution or resolutions at the time of issuance.
The authorization granted to the Board of MAIC Holdings to issue the
unissued shares of its MAIC Holdings Common Stock and MAIC Holdings Preferred
Stock provides MAIC Holdings with the flexibility necessary to meet its future
needs without experiencing the time delay of having to seek stockholder
approval to authorize the creation of additional authorized capital stock. The
unissued shares of MAIC Holdings Common Stock (and MAIC Holdings Preferred
Stock) will be available for issuance from time to time for any corporate
purpose, including,
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without limitation, stock splits, stock dividends, policyholder benefit plans,
employee benefit and compensation plans, acquisitions, and public or private
sales for cash as a means of raising capital.
Additionally, the Board of Directors of MAIC Holdings may use its
authority to issue MAIC Holdings Common Stock and MAIC Holdings Preferred Stock
in a way that could deter or impede the completion of a tender offer or other
attempt to gain control of MAIC Holdings which the Board of Directors does not
approve. The Board of Directors of MAIC Holdings may adopt, without obtaining
stockholder approval, a stockholder rights or "poison pill" plan for the
purpose of deterring or impeding attempts to acquire control of MAIC Holdings
that do not meet with the approval of the Board of Directors of MAIC Holdings.
Such a plan would likely involve the issuance of shares, or rights to acquire
shares, of the preferred stock and/or common stock of MAIC Holdings. The Board
of Directors of MAIC Holdings has not selected for adoption any particular
"poison pill" plan or type of plan to date. The MAIC Holdings Board of
Directors reserves the right to take any action in the future which it deems to
be in the best interest of the stockholders and MAIC Holdings under the
circumstances.
It is not possible to state the actual effect of any issuance of MAIC
Holdings Preferred Stock upon the rights of holders of MAIC Holdings Common
Stock because the Board of Directors of MAIC Holdings has not determined an
issuance price or prices, terms or the rights of the holders of MAIC Holdings
Preferred Stock. However, such effects might include: (i) restrictions on
MAIC Holdings Common Stock dividends if MAIC Holdings Preferred Stock dividends
have not been paid; (ii) dilution of the voting power and equity interest of
holders of MAIC Holdings Common Stock to the extent that any MAIC Holdings
Preferred Stock series has voting rights, or that any preferred stock series is
convertible into the MAIC Holdings Common Stock; or (iii) then current holders
of the MAIC Holdings Common Stock not being entitled to share in the assets of
MAIC Holdings upon liquidation until satisfaction of any liquidation
preferences granted by the MAIC Holdings Preferred Stock series.
CLASSIFIED BOARD OF DIRECTORS. The Certificate of Incorporation of
MAIC Holdings provides that the Board of Directors is divided into three
classes of directors and that the directors will serve staggered terms of three
years. The purpose of a classified board is to promote conditions of
continuity and stability in the composition of the Board of Directors and in
the policies formulated by the Board of Directors, by insuring that in the
ordinary course at least two-thirds of the directors will at all times have had
at least one year's experience as directors. Delaware law provides that
directors on a classified board of directors may only be removed by the
stockholders for cause. A classified board structure may, therefore, prevent
stockholders who purchase control or who do not approve of the policies of the
Board of Directors from electing a majority of the Board of Directors at a
single annual meeting because it would normally take two annual meetings of
stockholders to elect a majority of the Board of Directors.
DELAWARE ANTI-TAKEOVER LEGISLATION. The MAIC Holdings Certificate of
Incorporation includes an affirmative election for MAIC Holdings to be subject
to and controlled by Section 203 of the Delaware General Corporation Law
("Section 203"). Section 203 imposes, with certain exceptions, a three (3)
year ban on certain transactions and business combinations between a
corporation (or its majority owned subsidiaries) and a holder of fifteen
percent (15%) or more of the corporation's outstanding voting stock, together
with affiliates or associates thereof. The three (3) year ban does not apply
if (i) the proposed business combination or the transaction by which the
fifteen percent (15%) stockholder became a fifteen percent (15%) stockholder is
approved by the Board of Directors prior to becoming a fifteen percent (15%)
stockholder, or (ii) the 15% stockholder acquires at least eighty-five percent
(85%) of the outstanding voting stock of the corporation at the time he or she
became a 15% stockholder without regard to those shares owned by the
corporation's officers and directors or certain employee stock plans, or (iii)
the proposed business combination is approved by the Board of Directors of the
corporation and, at an annual or special meeting, by the holders of sixty-six
and two-thirds percent (66-2/3%)of the outstanding voting stock of the
corporation not owned by the fifteen percent (15%) stockholder. The
Certificate of Incorporation of MAIC Holdings provides that the election to be
controlled by Section 203 cannot be amended without the affirmative vote of
the holders of more than 80% of the outstanding voting stock of MAIC Holdings.
CONSIDERATION OF CERTAIN FACTORS BY THE BOARD OF DIRECTORS. The
Certificate of Incorporation of MAIC Holdings permits its Board of Directors
and officers in evaluating a merger, consolidation, business combination or
similar transaction to consider, in assessing the best interest of its
stockholders and the corporation, the effects of the transaction on the
employees, customers, and suppliers of MAIC Holdings and its subsidiaries and
upon the
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communities in which the offices of MAIC Holdings and its subsidiaries are
located, to the extent permitted by Delaware law. These provisions permit MAIC
Holdings Board to determine that a particular corporate act or transaction,
including a business combination, is not in the best interest of MAIC Holdings
and its stockholders on the basis of various factors being relevant. In some
case such opposition by the Board of Directors might have the effect of
maintaining the position of incumbent management.
SPECIAL VOTING REQUIREMENTS FOR AMENDMENTS TO THE CERTIFICATE OF
INCORPORATION. The Certificate of Incorporation of MAIC Holdings requires an
affirmative vote of 80% of the outstanding voting shares, voting together as a
class, for any amendment, repeal or adoption of certain provisions of the
Certificate of Incorporation, including the provisions relating to the
classification of the Board of Directors, the Section 203 election, and
amendments to the ByLaws. The special votes required for amendments to these
provisions of the Certificate of Incorporation are designed to deter
stockholders of MAIC Holdings from circumventing such provisions by amending
the Certificate of Incorporation of MAIC Holdings.
ITEM 2. EXHIBITS.
(a) Exhibits filed with the Commission:
None.
(b) Exhibits filed with the New York Stock Exchange:
The following exhibits are exhibits only to the copy of this
Registration Statement being filed with the Exchange on which the securities
covered by this Registration Statement are to be registered and are not filed
with or incorporated by reference in copies of this Registration Statement
filed with the Commission in accordance with Instruction II to the Exhibits.
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Exhibit No. Description
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1. Annual Report of MAIC Holdings, Inc. on Form 10-K for the year ended December
31, 1995.
2. Quarterly Report of MAIC Holdings, Inc. on Form 10-Q for the quarter ended
March 31, 1996.
3. Quarterly Report of MAIC Holdings, Inc. on Form 10-Q for the quarter ended
June 30, 1996.
4. Proxy Statement of MAIC Holdings, Inc. for the 1996 Annual Meeting of the
Stockholders held May 14, 1996.
5. Annual Report to the Stockholders of MAIC Holdings, Inc. for the year ended
December 31, 1995.
6. Copy of the Certificate of Incorporation of MAIC Holdings, Inc.
7. Copy of the ByLaws of MAIC Holdings, Inc.
8. Specimen Stock Certificate.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
MAIC HOLDINGS, INC.
By: /s/ A. Derrill Crowe, M.D.
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A. Derrill Crowe, M.D.
President and
Chief Executive Officer
Date: August 29, 1996
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