-----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, ISNPA+phI76CuYikvEOX3ba75GEiBz5iK0OFUXvJjPiFVHf9/1LzdJUTJnspA9Z2 vTG8xojJq8dzBU+yiVCvzQ== 0000001985-96-000015.txt : 19961202 0000001985-96-000015.hdr.sgml : 19961202 ACCESSION NUMBER: 0000001985-96-000015 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961127 EFFECTIVENESS DATE: 19961127 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCEL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000001985 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 310788334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-16953 FILM NUMBER: 96673473 BUSINESS ADDRESS: STREET 1: 475 METRO PLACE N CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147647000 MAIL ADDRESS: STREET 1: 475 METRO PLACE NORTH CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: ACCELERATION CORP DATE OF NAME CHANGE: 19870814 S-8 1 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ ACCEL INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 31-0788334 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 475 Metro Place North, Dublin, Ohio 43017 (Address of principal executive offices) (Zip Code) 1996 Stock Incentive Plan (Full title of the plan) NICHOLAS Z. ALEXANDER Senior Vice President and Secretary ACCEL INTERNATIONAL CORPORATION 475 Metro Place North, Suite 100 Dublin, Ohio 43107 (Name and address of agent for service) (614) 764-7000 (Telephone number, including area code, of agent for service) ------------------------------ CALCULATION OF REGISTRATION FEE - ---------------- ------------ -------------- -------------- -------------------- Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered Registered per share(1) price(1) fee ================ ============= ============== ============== =================== Common Stock, $.10 par value 1,000,000 $2.94 $2,940,000 $891 ================ ============= ============== ============== =================== (1) Pursuant to Rule 457(h) under the Securities Act of 1993, such amount is based upon the average of the high and low prices of the Registrant's Common Stock as reported by the NASDAQ National Market on November 25, 1996. II-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference There are hereby incorporated by reference in this Registration Statement the following documents heretofore filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"): (a) The Registrant's annual report on Form 10-K for the fiscal year ended December 31, 1995; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a), above; and (c) The description of the Registrant's Common Stock contained in its registration statement filed under the Exchange Act (File No. 0-8162), including any amendment or report filed with the Commission for the purpose of updating such description. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, 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, shall be deemed to be incorporated by reference in this Registration Statement 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 Section 145 of the Delaware General Corporation Law (the "DGCL") and the Registrant's Bylaws provide for the indemnification of directors and officers against certain liabilities. Officers and directors of the Registrant and its subsidiaries are indemnified generally against expenses actually and reasonably incurred in connection with proceedings, whether civil or criminal, if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe was unlawful. The Registrant is empowered by Section 102(b)(7) of the DGCL to include a provision in its Restated Certificate of Incorporation that limits a director's liability to the Registrant or its stockholders for monetary damages for breaches of his or her fiduciary duty as a director. Article Fifteenth of the Registrant's Restated Certificate of Incorporation provides that no director or former director of the Registrant shall be personally liable to the Registrant or its stockholders for breach of fiduciary duty as a director except for (i) any breach of the director's duty of loyalty, (ii) acts or II-2 omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) approving the payment of a dividend, stock repurchase or redemption which is unlawful under the DGCL, or (iv) any transaction from which the director derived an improper personal benefit. The Registrant maintains insurance policies under which directors and officers are insured, within the limits and subject to the limitations of the policies, against expenses in connection with the defense of actions, suits or proceedings and certain liabilities that might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been directors or officers of the Registrant. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits See Index to Exhibits at Page II-6. Item 9. Undertakings (1) The Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act; (ii) 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 thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change in such information in this Registration Statement; Provided, however, that the undertakings set forth in paragraphs (i) and (ii), above, do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (b) 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 (c) 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. (d) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in this 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. Insofar as indemnification for liabilities arising under the Securities Act 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 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 Securities Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act, 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 November 18, 1996. ACCEL INTERNATIONAL CORPORATION By:/s/Thomas H. Friedberg Thomas H. Friedberg, Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of ACCEL INTERNATIONAL CORPORATION, hereby severally constitute and appoint Thomas H. Friedberg, Nicholas Z. Alexander and Kurt L. Mueller, or any one of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for us and in our stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, 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 necessary or advisable 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, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. WITNESS our hands and common seal on the dates set forth below. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below on the 18th day of November, 1996 by the following persons in the capacities indicated. Signature Title /s/Thomas H. Friedberg Chairman of the Board, Thomas H. Friedberg President, Chief Executive Officer, and Director (principal executive officer) /s/Cindy H. Moore Senior Vice President and Chief Financial Cindy H. Moore Officer (principal financial officer) /s/Kurt L. Mueller Vice President, Controller and Treasurer Kurt L. Mueller (principal accounting officer) /s/Robert Betagole Director Robert Betagole /s/David T. Chase Director David T. Chase /s/Douglas J. Coats Director Douglas J. Coats /s/Raymond H. Deck Director Raymond H. Deck /s/Robert E. Fowler, III Director Robert E. Fowler, III /s/Kermit G. Hicks Director Kermit G. Hicks /s/Stephen M. Qua Director Stephen M. Qua /s/Milton J. Taylor, Sr. Director Milton J. Taylor, Sr. /s/Paul R. Whitters Director Paul R. Whitters II-6 INDEX TO EXHIBITS The following exhibits are filed as part of the registration statement: Exhibit No. Description 4.1 Specimen Certificate for Common Shares (incorporated by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995) 5 Opinion and consent of legal counsel re legality of securities 23.1 The consent of legal counsel is included in Exhibit 5 23.2 Consent of KPMG Peat Marwick LLP 23.3 Consent of Ernst & Young LLP EX-5 2 [Letterhead of Squire, Sanders & Dempsey, L.L.P] November 26, 1996 ACCEL International Corporation 475 Metro Place South Dublin, Ohio 43017 Dear Sirs: We have acted as counsel to ACCEL International Corporation (the "Corporation") in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Corporation with the Securities and Exchange Commission. The Registration Statement relates to the offering of up to 1,000,000 shares of Common Stock, $.10 par value, of the Corporation (the "Shares") pursuant to its 1996 Stock Incentive Plan (the "Plan"). In connection with the transactions described herein, we have examined such corporate records and other documents and certificates of public officials as we have deemed necessary in order for us to render the opinion set forth below. Based upon the foregoing, we are of the opinion that the Shares to be issued under the Plan have been duly authorized, and will be, when issued, delivered and paid for upon exercise of options granted under the Plan in accordance with their respective terms, legally issued, fully-paid and non-assessable. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ Squire Sanders & Dempsey EX-23 3 EXHIBIT 23.2 CONSENT OF KPMG PEAT MARWICK LLP The Board of Directors ACCEL International Corporation: We consent to the use of our report incorporated herein by reference. Our report dated March 15, 1996 contains an explanatory paragraph that states that as discussed in Note D to the consolidated financial statements, on March 30, 1994, the Company and its principal lender agreed to waive compliance with certain loan agreement covenants through January 1, 1995. On February 7, 1995, the Company and the lender again renegotiated the credit agreement and certain of the covenants. The amended agreement stated that the loan was payable in full on June 30, 1997. On December 29, 1995, the Company issued senior notes with a different lender and retired the aforementioned credit agreement. The most recent loan agreement requires that during the period the loan is outstanding, the Company maintain consolidated tangible net worth, as defined. At December 31, 1995, required tangible net worth was $15,000,000 and the Company's consolidated tangible net worth, as defined, was $19,738,000. KPMG Peat Marwick LLP Columbus, Ohio November 26, 1996 EX-23 4 EXHIBIT 23.3 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1996 Stock Incentive Plan of Accel International Corporation of our report dated March 30, 1994, with respect to the consolidated financial statements and schedules of Accel International Corporation for the year ended December 31, 1993 included in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. Ernst & Young LLP Columbus, Ohio November 22, 1996 -----END PRIVACY-ENHANCED MESSAGE-----