-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BfIdSNwvc1N3F6kS4p+OVROhdw1ekH0o+TlYSxc5KMzkto3/tNpljKQRO3oPMX6s aQbq3WZ8sa/KIr8JeXYNGQ== 0000905729-98-000196.txt : 19980923 0000905729-98-000196.hdr.sgml : 19980923 ACCESSION NUMBER: 0000905729-98-000196 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980922 EFFECTIVENESS DATE: 19980922 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOREMOST CORP OF AMERICA CENTRAL INDEX KEY: 0000018508 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 381863522 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-63981 FILM NUMBER: 98712861 BUSINESS ADDRESS: STREET 1: 5600 BEECH TREE LN CITY: CALEDONIA STATE: MI ZIP: 49316 BUSINESS PHONE: 6169423000 MAIL ADDRESS: STREET 1: P O BOX 2450 CITY: GRAND RAPIDS STATE: MI ZIP: 49501 FORMER COMPANY: FORMER CONFORMED NAME: CENTENNIAL CORP DATE OF NAME CHANGE: 19790320 S-8 1 Registration No. 333-____________ =========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 __________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOREMOST CORPORATION OF AMERICA (Exact Name of Registrant as Specified in Its Charter) __________________ MICHIGAN 38-1863522 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 5600 BEACH TREE LANE, CALEDONIA, MICHIGAN 49316 (Address of Principal Executive Offices) (Zip Code) Mailing Address: P.O. BOX 2450, GRAND RAPIDS, MICHIGAN, 49501 FOREMOST CORPORATION OF AMERICA EXECUTIVE STOCK PURCHASE PLAN (Full Title of the Plan) PAUL D. YARED Copies to: TASHIA L. RIVARD SENIOR VICE PRESIDENT AND SECRETARY WARNER NORCROSS & JUDD LLP FOREMOST CORPORATION OF AMERICA 900 OLD KENT BUILDING P.O. BOX 2450 111 LYON STREET, N.W. GRAND RAPIDS, MICHIGAN 49501 GRAND RAPIDS, MICHIGAN 49503-2487 (Name and Address of Agent for Service) (616) 942-3000 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE Common Stock, 99,000 shares $19.47 $1,927,530 $568.62 $1.00 par value Estimated solely for the purpose of calculating the registration fee. On September 21, 1998, the average of the high and low prices of the Common Stock of Foremost Corporation of America was $19.47 per share. The registration fee is computed in accordance with Rule 457(h) and (c). Plus an indeterminate number of additional shares as may be required to be issued in the event of an adjustment as a result of an increase in the number of issued shares of Common Stock resulting from a subdivision of such shares, the payment of stock dividends or certain other capital adjustments.
- --------------------------------------------------------------------------- PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by Foremost Corporation of America ("Foremost" or the "Registrant") with the Securities and Exchange Commission are incorporated in this registration statement by reference: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1997. (b) 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 end of the Registrant's latest fiscal year covered by the financial statements included in the Annual Report referred to in (a) above. (c) The registration statement on Form 8-A for the Registrant's Common Stock, containing a description of such stock, filed with the Commission on July 1, 1998. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities remaining unsold from the date of filing of such documents shall be deemed to be incorporated by reference in this registration statement and to be a part of this registration statement from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. The class of securities to be offered is registered under Section 12 of the Exchange Act. A description of such securities has been incorporated by reference in Item 3(c) above. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Not applicable. 2 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company's Articles of Incorporation and Bylaws generally require the Company to indemnify its directors and officers to the fullest extent permissible under Michigan law against all expenses (including amounts paid in settlement) incurred in any proceeding (whether or not such proceeding was by or in the right of the Company) in which they were a party because of their position as a director or officer of the Company or because they served at the request of the Company as a director, officer, employee or agent of another corporation or entity. The provision also provides for the advancement of litigation expenses at the request of a director or officer under certain circumstances. Pursuant to Indemnity Agreements entered into between the Company and its directors and officers, the Company is not required to indemnify a director or officer (i) with respect to remuneration paid in violation of law; (ii) on account of conduct that is knowingly fraudulent, deliberately dishonest or willful misconduct; (iii) on account of conduct that is in bad faith, that the director or officer did not reasonably believe to be in or not opposed to the best interests of the Company and its shareholders, or that produced an unlawful benefit; (iv) with respect to a criminal proceeding if the director or officer had no reasonable cause to believe the conduct was unlawful; (v) if a final decision by a court determines that indemnification is not lawful; (vi) in connection with any proceeding initiated by the director or officer of the Company or any director, officer, employee, agent or fiduciary of the Company (in such capacity) unless the Company consents to the initiation of the proceeding or the proceeding relates to enforcement of rights under the Indemnity Agreement. Michigan law generally permits indemnification of expenses incurred in the defense or settlement of a derivative or third-party action, provided that there is a determination by a majority vote of disinterested directors (even though less than a quorum), by a majority vote of members of a committee of two or more disinterested directors, by a majority vote of independent, disinterested directors (even though less than a quorum), if there are no independent directors and less than two disinterested directors, by a majority vote of all directors, or by the shareholders, except that shares held by directors, officers, employees or agents who are parties to the proceeding may not vote on the determination, that the person seeking indemnification acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to a criminal proceeding, which the person had no reasonable cause to believe the person's conduct was unlawful. Without court approval, however, no indemnification may be made in respect of any derivative action in which the person is adjudged liable to the corporation. Michigan law requires indemnification of expenses when the individual being indemnified has successfully defended the action on the merits or otherwise. 3 All of the above provisions could affect the liability of Foremost's directors and officers in their capacities as such. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following exhibits have been filed or incorporated by reference as part of this registration statement: EXHIBIT NUMBER DOCUMENT 4.1 Articles of Incorporation as amended. Previously filed as an exhibit to the Company's Definitive Proxy Statement filed on March 25, 1998, and incorporated herein by reference. 4.2 Bylaws. Previously filed as an exhibit to the Company's Definitive Proxy Statement filed on March 25, 1998, and incorporated herein by reference. 4.3 Form of Specimen Certificate. Previously filed as an exhibit to the Company's Form 8-A Registration Statement filed on July 1, 1998, and here incorporated by reference. 4.4 Rights Agreement, as amended. Previously filed as an exhibit to the Company's Registration Statement on Form 8-A, effective January 8, 1990, and incorporated herein by reference. 5 Opinion of Legal Counsel. 23.1 Consent of BDO Seidman, LLP. 23.2 Consent of Legal Counsel. Included in Exhibit 5 above. 24 Power of Attorney. 4 ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating 5 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 that 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 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) 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 Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 6 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Caledonia and the State of Michigan, on this 16th day of September, 1998. FOREMOST CORPORATION OF AMERICA By /S/ R. L. ANTONINI R. L. Antonini President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE /S/ JOHN C. CANEPA Director September 16, 1998 John C. Canepa /S/ MICHAEL DE HAVENON Director September 16, 1998 Michael de Havenon /S/ ARTHUR E. HALL Director September 16, 1998 Arthur E. Hall /S/ RICHARD A. KAYNE Director September 16, 1998 Richard A. Kayne /S/ LARRY J. ORANGE Director September 16, 1998 Larry J. Orange /S/ JOSEPH A. PARINI Director September 16, 1998 Joseph A. Parini /S/ ROBERT M. RAIVES Director September 16, 1998 Robert M. Raives 7 SIGNATURE TITLE DATE /S/ MICHAEL B. TARGOFF Director September 16, 1998 Michael B. Targoff /S/ ROBERT WOUDSTRA Director, Executive Vice September 16, 1998 Robert Woudstra President and Treasurer (Principal Accounting Financial Officer) /S/ R. L. ANTONINI Director, President and September 16, 1998 R. L. Antonini Chief Executive Officer (Principal Executive Officer) 8 INDEX TO EXHIBITS EXHIBIT NUMBER DOCUMENT 4.1 Articles of Incorporation as amended. Previously filed as an exhibit to the Company's Definitive Proxy Statement filed on March 25, 1998, and incorporated herein by reference. 4.2 Bylaws. Previously filed as an exhibit to the Company's Definitive Proxy Statement filed on March 25, 1998, and incorporated herein by reference. 4.3 Form of Specimen Certificate. Previously filed as an exhibit to the Company's Form 8-A Registration Statement filed on July 1, 1998, and here incorporated by reference. 4.4 Rights Agreement, as amended. Previously filed as an exhibit to the Company's Registration Statement on Form 8-A, effective January 8, 1990, and incorporated herein by reference. 5 Opinion of Legal Counsel. 23.1 Consent of BDO Seidman, LLP. 23.2 Consent of Legal Counsel. Included in Exhibit 5 above. 24 Power of Attorney. EX-5 2 EXHIBIT 5 [FOREMOST CORPORATION OF AMERICA LETTERHEAD] September 22, 1998 Foremost Corporation of America P.O. Box 2450 Grand Rapids, Michigan 49501 Re: REGISTRATION STATEMENT OF FORM S-8 99,000 SHARES OF COMMON STOCK Gentlemen: As Senior Vice President, Secretary and General Counsel of Foremost Corporation of America, a Michigan corporation (the "Company"), I have acted as counsel to the Company in connection with the Company's Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration of 99,000 shares (the "Shares") of Common Stock, par value $1 per share, of the Company in connection with the Foremost Corporation of America Executive Stock Purchase Plan (the "Plan"). In such capacity I have examined the Company's Articles of Incorporation and Bylaws and such other corporate records of the Company, documents and certificates of public officials and others as I have deemed necessary as a basis for the opinion hereinafter expressed. Based upon the foregoing and having regard for such legal considerations as I deem relevant, I am of the opinion that the Shares have been duly authorized and are validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption "Legal Opinions" therein. Very truly yours, /S/ PAUL D. YARED Paul D. Yared Senior Vice President, Secretary and General Counsel EX-23 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Foremost Corporation of America Grand Rapids, Michigan We hereby consent to the incorporation by reference in this Registration Statement of Foremost Corporation of America for its Executive Stock Purchase Plan on Form S-8 of our reports dated February 17, 1998, relating to the consolidated financial statements and schedules of Foremost Corporation of America appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. /s/ BDO Seidman, LLP Grand Rapids, Michigan September 22, 1998 EX-24 4 EXHIBIT 24 LIMITED POWER OF ATTORNEY The undersigned, in his capacity as a director or officer, or both, as the case may be, of Foremost Corporation of America, does hereby appoint RICHARD L. ANTONINI, F. ROBERT WOUDSTRA, and PAUL D. YARED, or any of them, his attorneys or attorney to execute in his name a Registration Statement of Foremost Corporation of America on Form S-8 for the Executive Stock Purchase Plan, and any amendments to the Form S-8, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys. Dated: September 16, 1998 /S/ JOHN C. CANEPA John C. Canepa LIMITED POWER OF ATTORNEY The undersigned, in his capacity as a director or officer, or both, as the case may be, of Foremost Corporation of America, does hereby appoint RICHARD L. ANTONINI, F. ROBERT WOUDSTRA, and PAUL D. YARED, or any of them, his attorneys or attorney to execute in his name a Registration Statement of Foremost Corporation of America on Form S-8 for the Executive Stock Purchase Plan, and any amendments to the Form S-8, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys. Dated: September 16, 1998 /S/ ARTHUR E. HALL Arthur E. Hall LIMITED POWER OF ATTORNEY The undersigned, in his capacity as a director or officer, or both, as the case may be, of Foremost Corporation of America, does hereby appoint RICHARD L. ANTONINI, F. ROBERT WOUDSTRA, and PAUL D. YARED, or any of them, his attorneys or attorney to execute in his name a Registration Statement of Foremost Corporation of America on Form S-8 for the Executive Stock Purchase Plan, and any amendments to the Form S-8, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys. Dated: September 16, 1998 /S/ RICHARD A. KAYNE Richard A. Kayne LIMITED POWER OF ATTORNEY The undersigned, in his capacity as a director or officer, or both, as the case may be, of Foremost Corporation of America, does hereby appoint RICHARD L. ANTONINI, F. ROBERT WOUDSTRA, and PAUL D. YARED, or any of them, his attorneys or attorney to execute in his name a Registration Statement of Foremost Corporation of America on Form S-8 for the Executive Stock Purchase Plan, and any amendments to the Form S-8, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys. Dated: September 16, 1998 /S/ LARRY J. ORANGE Larry J. Orange LIMITED POWER OF ATTORNEY The undersigned, in his capacity as a director or officer, or both, as the case may be, of Foremost Corporation of America, does hereby appoint RICHARD L. ANTONINI, F. ROBERT WOUDSTRA, and PAUL D. YARED, or any of them, his attorneys or attorney to execute in his name a Registration Statement of Foremost Corporation of America on Form S-8 for the Executive Stock Purchase Plan, and any amendments to the Form S-8, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys. Dated: September 16, 1998 /S/ JOSEPH A. PARINI Joseph A. Parini LIMITED POWER OF ATTORNEY The undersigned, in his capacity as a director or officer, or both, as the case may be, of Foremost Corporation of America, does hereby appoint RICHARD L. ANTONINI, F. ROBERT WOUDSTRA, and PAUL D. YARED, or any of them, his attorneys or attorney to execute in his name a Registration Statement of Foremost Corporation of America on Form S-8 for the Executive Stock Purchase Plan, and any amendments to the Form S-8, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys. Dated: September 16, 1998 /S/ ROBERT M. RAIVES Robert M. Raives LIMITED POWER OF ATTORNEY The undersigned, in his capacity as a director or officer, or both, as the case may be, of Foremost Corporation of America, does hereby appoint RICHARD L. ANTONINI, F. ROBERT WOUDSTRA, and PAUL D. YARED, or any of them, his attorneys or attorney to execute in his name a Registration Statement of Foremost Corporation of America on Form S-8 for the Executive Stock Purchase Plan, and any amendments to the Form S-8, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys. Dated: September 16, 1998 /S/ MICHAEL B. TARGOFF Michael B. Targoff LIMITED POWER OF ATTORNEY The undersigned, in his capacity as a director or officer, or both, as the case may be, of Foremost Corporation of America, does hereby appoint RICHARD L. ANTONINI, F. ROBERT WOUDSTRA, and PAUL D. YARED, or any of them, his attorneys or attorney to execute in his name a Registration Statement of Foremost Corporation of America on Form S-8 for the Executive Stock Purchase Plan, and any amendments to the Form S-8, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys. Dated: September 16, 1998 /S/ F. ROBERT WOUDSTRA F. Robert Woudstra LIMITED POWER OF ATTORNEY The undersigned, in his capacity as a director or officer, or both, as the case may be, of Foremost Corporation of America, does hereby appoint RICHARD L. ANTONINI, F. ROBERT WOUDSTRA, and PAUL D. YARED, or any of them, his attorneys or attorney to execute in his name a Registration Statement of Foremost Corporation of America on Form S-8 for the Executive Stock Purchase Plan, and any amendments to the Form S-8, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys. Dated: September 16, 1998 /S/ R. L. ANTONINI R. L. Antonini -----END PRIVACY-ENHANCED MESSAGE-----