-----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, MxkmVSC8K4F6SnpqpjkB1Un0rIe4UpVh0Lt4t4aNBXT0mh/yRSpi8PTPDtWMlVP3 EL4tXCV8SM07zyaypeDy8w== 0000950152-01-506600.txt : 20020413 0000950152-01-506600.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950152-01-506600 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011221 EFFECTIVENESS DATE: 20011221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERES GROUP INC CENTRAL INDEX KEY: 0000215403 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 341017531 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75876 FILM NUMBER: 1821905 BUSINESS ADDRESS: STREET 1: 17800 ROYALTON RD CITY: STRONGSVILLE STATE: OH ZIP: 44136 BUSINESS PHONE: 2165722400 MAIL ADDRESS: STREET 1: 17800 ROYALTON RD CITY: STRONGSVILLE STATE: OH ZIP: 44136 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL RESERVE LIFE CORP DATE OF NAME CHANGE: 19920703 S-8 1 l92018as-8.txt CERES GROUP, INC. FORM S-8 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CERES GROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE 34-1017531 (State of incorporation) (I.R.S. Employer Identification No.) 17800 ROYALTON ROAD, CLEVELAND, OHIO 44136 (Address of Principal Executive Offices) (Zip Code) CERES GROUP, INC. 1998 EMPLOYEE STOCK OPTION PLAN (Full Title of the Plan) Kathleen L. Mesel, Esq. General Counsel Ceres Group, Inc. 17800 Royalton Road Cleveland, OH 44136 440/572-2400 (Name, address, telephone number, including area code of agent for service)
Calculation of Registration Fee Title of securities to Amount to be Proposed maximum Proposed maximum Amount of be registered registered offering price per aggregate offering registration fee share(1) price(1) ---------------------- ------------ ---------------- ---------------- --------- Common Stock, 279,000 shares $8.25 $2,301,750 $.001 par value 59,000 shares $6.25 $ 368,750 $638.25 Plan Interests Indeterminate (2)
(1) Based on the actual exercise price of outstanding options under Registrant's 1998 Employee Stock Option Plan. (2) In addition, pursuant to Rule 416 (c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I is included in documents sent or given to participants in the Ceres Group, Inc. 1998 Employee Stock Option Plan, pursuant to Rule 428(b)(1) issued by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents previously filed by Ceres Group, Inc., a Delaware corporation (the "Company"), with the Commission are hereby incorporated by reference in this Registration Statement: (a) The Company's Prospectus, dated December 20, 2001 (File No. 333-59784), which was filed with the Commission pursuant to Rule 424(b); (2) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001, June 30, 2001 and September 30, 2001; and (b) The description of the Company's common stock contained in its Registration Statement on Form 10 dated May 6, 1977 (File No. 0-8483) filed with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The updating of the description of the Company's common stock following the change of its state of incorporation from Ohio to Delaware as set forth in the Company's Form 8-K (Reg. No. 0-8483), filed with the Commission on December 9, 1998. All documents hereafter 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 hereto that indicates all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be 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 Certain provisions of the Delaware General Corporation Law, the Company's Certificate of Incorporation and contracts provide that in certain cases, officers and directors of the Company will be indemnified by the Company against certain costs, expenses and liabilities which such officer or director may incur in his or her capacity as such. The Company maintains an insurance policy that provides protection, within the maximum liability limits of the policy and subject to a deductible amount for each claim, to the Company under its indemnification obligations and to the directors and officers of the Company with respect to certain matters that are not covered by the Company's indemnification obligations. Accordingly, the liability of such persons may be affected as a result thereof. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS 4.1 Ceres Group, Inc. 1998 Employee Stock Option Plan(1) 4.2 Certificate of Incorporation of the Company(2) 4.3 Certificate of Amendment of the Certificate of Incorporation of the Company(3) - -------- 1 Incorporated by reference to the Company's Registration Statement on Form S-1 (Reg. No. 333-59784), as filed with the Commission on April 27, 2001. 2 Incorporated by reference to the Company's Form 8-K (Reg. No. 0-8483), as filed with the Commission on December 9, 1998. 3 Incorporated by reference to the Company's Form 8-K (Reg. No. 08483), as filed with the Commission on August 9, 2000. II-2 5.1 Opinion of Kohrman Jackson & Krantz P.L.L. 23.1 Consent of Ernst & Young LLP 23.3 Consent of Kohrman Jackson & Krantz P.L.L. (contained in its opinion filed as Exhibit 5.1) 24.1 Reference is made to the Signatures section of this Registration Statement for the power of attorney contained therein ITEM 9. UNDERTAKINGS (a) The Company 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 Act; (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 form 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; 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. (2) That for the purpose of determining liability under the 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. (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 Company hereby undertakes that, for purposes of determining any liability under the Act, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the II-3 Exchange Act) 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 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 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 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 Act and will be governed by the final adjudication of such issue. (d) 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 Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X are 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. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 Cleveland, State of Ohio, on December 20, 2001. CERES GROUP, INC. By: /s/ Peter W. Nauert ------------------------------------ Peter W. Nauert, Chairman, President and CEO KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Kathleen L. Mesel his or her true and lawful attorneys-in-fact, each acting alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments, including any post-effective amendments, to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact or their substitutes, each acting alone, 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.
NAME TITLE DATE Chairman, President and /s/ Peter W. Nauert Chief Executive Officer December 20, 2001 - ----------------------------------- (Principal Executive Officer) Peter W. Nauert Executive Vice President, /s/ Charles E. Miller, Jr. Chief Financial Officer and Treasurer December 20, 2001 - ----------------------------------- (Principal Financial and Accounting Officer) Charles E. Miller, Jr. /s/ Andrew A. Boemi Director December 20, 2001 - ----------------------------------- Andrew A. Boemi /s Michael A. Cavataio Director December 20, 2001 - ---------------------------------- Michael A. Cavataio /s/ Bradley E. Cooper Director December 20, 2001 - ----------------------------------- Bradley E. Cooper /s/ Susan S. Fleming Director December 20, 2001 - ----------------------------------- Susan S. Fleming
II-5
/s/ Rodney L. Hale - ----------------------------------- Director December 20, 2001 Rodney L. Hale /s/ Robert J. Lunn - ----------------------------------- Director December 20, 2001 Robert J. Lunn /s/ William J. Ruh Director December 20, 2001 - ----------------------------------- William J. Ruh /s/ Robert A. Spass Director December 20, 2001 - ----------------------------------- Robert A. Spass
II-6 EXHIBIT INDEX 4.1 Ceres Group, Inc. 1998 Employee Stock Option Plan(1) 4.2 Certificate of Incorporation of the Company(2) 4.3 Certificate of Amendment of the Certificate of Incorporation of the Company(3) 5.1 Opinion of Kohrman Jackson & Krantz P.L.L. 23.1 Consent of Ernst & Young LLP 23.3 Consent of Kohrman Jackson & Krantz P.L.L. (contained in its opinion filed as Exhibit 5.1) 24.1 Reference is made to the Signatures section of this Registration Statement for the Power of Attorney contained therein - ---------- 1 Incorporated by reference to the Company's Registration Statement on Form S-1 (Reg. No. 333-59784), as filed with the Commission on April 27, 2001. 2 Incorporated by reference to the Company's Form 8-K (Reg. No. 0-8483), as filed with the Commission on December 9, 1998. 3 Incorporated by reference to the Company's Form 8-K (Reg. No. 08483), as filed with the Commission on August 9, 2000. II-7 EX-5.1 3 l92018aex5-1.txt EX-5.1 Exhibit 5.1 KOHRMAN JACKSON & KRANTZ P.L.L. ATTORNEYS AT LAW December 20, 2001 CERES GROUP, INC. 17800 Royalton Road Cleveland, OH 44136 RE: REGISTRATION STATEMENT ON FORM S-8 OF CERES GROUP, INC. Gentlemen: Ceres Group, Inc., a Delaware corporation (the "Company"), is filing with the Securities and Exchange Commission a registration statement on Form S-8 (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to the offering and sale by the Company of up to 500,000 shares (the "Shares") of the Company's common stock, par value of $0.001 per share (the "Common Stock"), pursuant to stock options ("Options") granted or to be granted under the Ceres Group, Inc. 1998 Employee Stock Option Plan (the "Plan"). We have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement. Capitalized terms used in this opinion letter and not otherwise defined have the meanings attributed to them in the Registration Statement. In connection with this opinion letter, we have examined and relied upon the original or a copy, certified to our satisfaction, of (i) the Certificate of Incorporation, as amended, and the Bylaws of the Company; (ii) resolutions of the Board of Directors of the Company and the Compensation Committee of the Board of Directors authorizing the Plan, grants of Options under the Plan and related matters; (iii) minutes of the annual meeting of stockholders of the Company approving the Plan; (iv) the Plan; and (v) such other documents and instruments as we have deemed necessary for providing this opinion letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies. We have made such investigations of law as we deem appropriate as a basis for rendering the opinions expressed below, and as to various questions of fact material to the opinion, we have relied, to the extent we deem appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently verifying the accuracy of such documents, records and instruments. Based upon the foregoing examination, we are of the opinion that (i) the Company presently has at least 500,000 authorized shares of Common Stock from which the 500,000 Shares proposed to be sold pursuant to the exercise of Options granted under the Plan may be issued, and (ii) assuming 1375 EAST NINTH STREET ONE CLEVELAND CENTER, 20TH FLOOR CLEVELAND, OHIO 44114-1793 VOICE 216 - 696 - 8700 FAX 216 - 621 - 6536 WEBSITE www.kjk.com KOHRMAN JACKSON & KRANTZ P.L.L. CERES GROUP, INC. Page 2 December 20, 2001 (a) the Company maintains an adequate number of authorized but unissued Shares available for issuance to those persons who exercise Options granted in accordance with the Plan and (b) the Shares are duly delivered against payment therefor in accordance with the terms of the Plan, the Shares issued pursuant to the exercise of Options granted in accordance with the Plan will be validly issued, fully paid and non-assessable. We express no opinion other than as to the Federal law of the United States and the General Corporation Law of the State of Delaware. We bring to your attention that Marc C. Krantz, a partner of this firm, is a stockholder of the Company. Other partners and employees of this firm may from time to time also be stockholders of the Company. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder. Sincerely, KOHRMAN JACKSON & KRANTZ P.L.L. EX-23.1 4 l92018aex23-1.txt EX-23.1 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements on Form S-8 pertaining to the Ceres Group, Inc. 1998 Employee Stock Option Plan of our report dated March 8, 2001, except for Note X, as to which the date is November 12, 2001, with respect to the consolidated financial statements and schedules of Ceres Group, Inc. for the year ended December 31, 2000 included in its Registration Statement (Form S-1 No. 333-59784) filed with the Securities and Exchange Commission. /s/ Ernst & Young, LLP Cleveland, Ohio December 17, 2000 -----END PRIVACY-ENHANCED MESSAGE-----