-----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, Ee0izxs56CZPYy7rMpCOMwES2AMSqkhuHON4nb9Qji2US52+9PFmceHIz2l/b9XS C820WAWtfxDhqyMspGXUtg== 0000950135-99-002856.txt : 19990520 0000950135-99-002856.hdr.sgml : 19990520 ACCESSION NUMBER: 0000950135-99-002856 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990519 EFFECTIVENESS DATE: 19990519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER GROUP INC CENTRAL INDEX KEY: 0000733060 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 135657669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-78771 FILM NUMBER: 99630435 BUSINESS ADDRESS: STREET 1: 60 STATE ST STREET 2: 19TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109-1820 BUSINESS PHONE: 8008211239 MAIL ADDRESS: STREET 1: 60 STATE STREET STREET 2: 19TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109-1820 S-8 1 THE PIONEER GROUP, INC. 1 As filed with the Securities and Exchange Commission on May 19, 1999 Registration No. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE PIONEER GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 13-5657669 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 60 STATE STREET, FLOOR, BOSTON, MASSACHSETTS 02109 (Address of Principal Executive Offices) (Zip Code) 1997 STOCK INCENTIVE PLAN (Full Title of the Plan) ROBERT P. NAULT, ESQ. THE PIONEER GROUP, INC. 60 STATE STREET BOSTON, MASSACHUSETTS 02109 (Name and Address of Agent for Service) (617) 742-7825 (Telephone Number, Including Area Code, of Agent for Service) 2 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 Price Fee ---------- ---------------- ------------ ----------- ------------ - -------------------------------------------------------------------------------------------------------------- Common Stock, $.10 par value 1,500,000 shares $17.75(1) $26,625,000(1) $7,402 ==============================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee, and based on the average of the high and low prices of the Common Stock on the Nasdaq National Market on May 14, 1999 in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933. ================================================================================ 3 Statement of Incorporation by Reference This Registration Statement on Form S-8 incorporates by reference the contents of Registration Statement on Form S-8, File No. 333-31847, filed by the Registrant on July 23, 1997, relating to the Registrant's 1997 Stock Incentive Plan. 1 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 Boston, Massachusetts on May 18, 1999. THE PIONEER GROUP, INC. By: /s/ John F. Cogan, Jr. ------------------------------------ John F. Cogan, Jr. President, Chief Executive Officer and Chairman of the Board POWER OF ATTORNEY We, the undersigned officers and directors of The Pioneer Group, Inc. hereby severally constitute John F. Cogan, Jr., John A. Boynton and Robert P. Nault, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable The Pioneer Group, Inc. to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. 2 5 Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ John F. Cogan, Jr. Chairman of the Board May 18, 1999 - --------------------------- of Directors, Chief John F. Cogan, Jr. Executive Officer and President (Principal Executive Officer) /s/ John A. Boynton John A. Boynton May 18, 1999 - --------------------------- (Principal Financial and John A. Boynton Accounting Officer) /s/ Robert L. Butler Director May 18, 1999 - --------------------------- Robert L. Butler /s/ Maurice Engleman Director May 18, 1999 - --------------------------- Maurice Engleman /s/ Alan J. Strassman Director May 18, 1999 - --------------------------- Alan J. Strassman /s/ Jaskaran S. Teja Director May 18, 1999 - --------------------------- Jaskaran S. Teja /s/ David D. Tripple Director May 18, 1999 - --------------------------- David D. Tripple /s/ John H. Valentine Director May 18, 1999 - --------------------------- John H. Valentine 3 6 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 4.1 Specimen Certificate of Common Stock, $.10 par value per share, of the Registrant is incorporated herein by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 (File No. 33-61932) 5.1 Opinion of Hale and Dorr LLP 23 Consent of Arthur Andersen LLP, independent auditors 23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included in the signature pages of this Registration Statement) 4 EX-5.1 2 OPINION OF HALE AND DORR LLP 1 EXHIBIT 5.1 HALE AND DORR LLP Counsellors At Law 60 State Street, Boston, Massachusetts 02109 617-526-6000 * FAX 617-526-5000 May 19, 1999 The Pioneer Group, Inc. 60 State Street Boston, Massachusetts 02109 Re: 1997 Stock Incentive Plan ------------------------- Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to an aggregate of 1,500,000 shares of Common Stock, $.10 par value per share (the "Shares"), of The Pioneer Group, Inc., a Delaware corporation (the "Company"), issuable under the Company's 1997 Stock Incentive Plan, as amended (the "Plan"). We have examined the Certificate of Incorporation, as amended, of the Company, and the By-Laws, as amended, of the Company, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or "blue sky" laws. We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of The Commonwealth of Massachusetts, the Delaware General Corporation Law statute and the federal laws of the United States of America. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for 2 in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein under the caption "Interests of Named Experts and Counsel." In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ HALE AND DORR LLP HALE AND DORR LLP EX-23 3 CONSENT OF ARTHUR ANDERSEN 1 Exhibit 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 2, 1999 (except for the matters discussed in note 16, as to which date is March 18, 1999) included in The Pioneer Group, Inc.'s Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement. /s/ Arthur Anderson LLP Boston, Massachusetts May 18, 1999 -----END PRIVACY-ENHANCED MESSAGE-----