-----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, CLhXYUjc2+bTSEjNZP5WesPoXCKnNqN3skGlCmZLWLNK037xHVElAjnPAi3NvUbZ NqPsosMWZYZr/FpkGXgJrA== 0000930661-95-000365.txt : 19951027 0000930661-95-000365.hdr.sgml : 19951027 ACCESSION NUMBER: 0000930661-95-000365 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951026 EFFECTIVENESS DATE: 19951114 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: SURETY CAPITAL CORP /DE/ CENTRAL INDEX KEY: 0000784932 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 752065607 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63695 FILM NUMBER: 95584346 BUSINESS ADDRESS: STREET 1: 1845 PRECINCT LINE RD STE 100 CITY: HURST STATE: TX ZIP: 76054 BUSINESS PHONE: 8174988154 MAIL ADDRESS: STREET 1: 1845 PRECINCT LINE RD STE 100 CITY: HURST STATE: TX ZIP: 76054 FORMER COMPANY: FORMER CONFORMED NAME: K CAPITAL INC DATE OF NAME CHANGE: 19870407 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on October 26, 1995 Registration No. 33-_______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SURETY CAPITAL CORPORATION - -------------------------------------------------------------------------------- (Exact name of issuer as specified in its charter) DELAWARE 75-2065607 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1845 PRECINCT LINE ROAD, SUITE 100, HURST, TEXAS 76054 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) 1995 INCENTIVE STOCK OPTION PLAN OF SURETY CAPITAL CORPORATION - -------------------------------------------------------------------------------- (Full title of the plan) MR. C. JACK BEAN, 1845 PRECINCT LINE ROAD, SUITE 100, HURST, TEXAS 76054 - -------------------------------------------------------------------------------- (Name and address of agent for service) 817-498-2749 - -------------------------------------------------------------------------------- (Telephone number, including area code, of agent for service) THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS AND NOTICES TO: MARGARET E. HOLLAND TRACY & HOLLAND 306 WEST SEVENTH STREET, SUITE 500 FORT WORTH, TEXAS 76102 817-335-1050 817-332-3140 (TELECOPY) (COUNSEL FOR THE ISSUER)
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------- Title of Proposed Maximum Proposed Maximum Amount of Securities to Amount to be Offering Price Aggregate Offer- Registration be Registered Registered Per Share/(1)(2)/ ing Price/(1)(2)/ Fee - ------------------------------------------------------------------------------------------------ Common Stock, 100,000 $4.46875 $446,875.00 $154.10 par value $0.01 shares - ------------------------------------------------------------------------------------------------
(1) Computed in accordance with Rule 457(c) of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the Common Stock on the American Stock Exchange, Inc. for October 23, 1995. (2) Determined solely for the purpose of computing the registration fee. ____________________ PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Company with the Commission are incorporated herein by reference: (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1994; (b) Current Report on Form 8-K dated January 11, 1995; (c) Amendment to the Current Report on Form 8-K/A for event dated December 20, 1994, filed February 6, 1995; (d) Amendment to the Quarterly Report on Form 10-Q/A (Amendment No. 1) for the quarter ended June 30, 1994, filed June 19, 1995; (e) Quarterly Report on Form 10-Q for the quarter ended March 31, 1995; (f) Quarterly Report on Form 10-Q for the quarter ended June 30, 1995; (g) Current Report on Form 8-K dated September 28, 1995; and (h) The description of the Common Stock contained in the Company's registration statement filed pursuant to Section 12 of the Exchange Act, and all amendments thereto and reports which have been filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13, 14 and 15(d) of the Exchange Act, 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 herein and shall be deemed to be a part hereof from the date of the filing of such documents with the Commission. ITEM 4. DESCRIPTION OF SECURITIES. The shares being offered hereunder are registered under Section 12 of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Neither any expert named in the Registration Statement as having prepared or certified any part hereof (or as named as having prepared or certified a report or valuation for use in connection with the Registration Statement), nor any counsel for the Company named in the Prospectus as having given an opinion upon the validity of the securities being registered or upon other legal matters II-1 in connection with the registration or offering of such securities, was employed for such purpose on a contingent basis, or at the time of such preparation, certification or opinion or at any time thereafter through the date of effectiveness of this Registration Statement or that part of this Registration Statement to which such preparation, certification or opinion relates, had, or is to receive in connection with the Registration Statement, a substantial interest, direct or indirect, in the Company or its subsidiary or was connected with the Company or the subsidiary as a promoter, underwriter, voting trustee, director, officer or employee. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Delaware Corporation Law (the "Act") empowers a corporation to indemnify its directors and officers and to purchase insurance with respect to liability arising out of their capacity or status as directors and officers. The Company's articles of incorporation and bylaws provide for the indemnification of its directors and officers to the full extent permitted by law. In particular, the Company shall indemnify any director, officer or employee or former director, officer or employee of the Company, or any person who may have served at its request, as a director, officer or employee of another corporation in which it owns shares of stock, or of which it is a creditor, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement to the full extent permitted by Section 145 of the General Delaware Corporation Law, including the power to purchase and maintain insurance, as provided in Paragraph (g) of said Section 145. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. There are no restricted securities being reoffered or resold pursuant to this Registration Statement. ITEM 8. EXHIBITS. 5 Opinion and Consent of Tracy & Holland* 23.01 Consent of Tracy & Holland (contained in the Opinion filed as Exhibit 5 to this Registration Statement)* 23.02 Consent of Coopers & Lybrand, independent certified public accountants* 99.01 1995 Incentive Stock Option Plan of Surety Capital Corporation (1) (10.12)
______________________________ * Filed herewith. (1) Filed with the Company's Form 10-K dated December 31, 1994 and incorporated by reference herein.
II-2 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 amend ment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the 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 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 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 Section 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. II-3 (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed 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 Act and will be governed by the final adjudication of such issue. POWER OF ATTORNEY Know All Men By These Presents that each person whose signature appears on the signature pages of this Registration Statement constitutes and appoints C. Jack Bean and Bobby W. Hackler, and each of them, or any one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, 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, or any of them, full power and authority to do and perform each and every act and thing requisite and necessary 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 one of them or his substitutes, may lawfully do or cause to be done by virtue hereof. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Fort Worth, State of Texas, on October 17, 1995. SURETY CAPITAL CORPORATION (Registrant) By:/s/ C. Jack Bean ---------------------------------------- C. Jack Bean, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this report has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ C. Jack Bean Chairman of the Board October 17, 1995 - ---------------------------- C. Jack Bean and Director (Princi- pal Executive Officer) /s/ G. M. Heinzelmann, III President and October 17, 1995 - ---------------------------- G. M. Heinzelmann, III Director /s/ Bobby W. Hackler Vice President, October 17, 1995 - ---------------------------- Bobby W. Hackler Secretary and Chief Financial Officer (Principal Accounting Officer) /s/ William B. Byrd Director October 17, 1995 - ---------------------------- William B. Byrd /s/ Joseph S. Hardin Director October 17, 1995 - ---------------------------- Joseph S. Hardin
II-5 /s/ Michael L. Milam Director October 17, 1995 - ---------------------------- Michael L. Milam /s/ Garrett Morris Director October 17, 1995 - ---------------------------- Garrett Morris /s/ Cullen W. Turner Director October 17, 1995 - ---------------------------- Cullen W. Turner II-6 INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER EXHIBIT PAGE - --------------------------------------------------------------- 5 Opinion and Consent of Tracy & Holland ___ 23.01 Consent of Tracy & Holland (contained ___ in the Opinion filed as Exhibit 5 to this Registration Statement) 23.02 Consent of Coopers & Lybrand, indepen- ___ dent certified public accountants
EX-5 2 OPINION OF TRACY & HOLLAND EXHIBIT 5 TRACY & HOLLAND (A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS) ATTORNEYS AT LAW 306 WEST SEVENTH STREET, SUITE 500 FORT WORTH, TEXAS 76102-4982 J. DAVID TRACY, P.C. J. WALKER HOLLAND, P.C. MARGARET E. HOLLAND, P.C. FAX (817) 332-3140 GEORGE T. JOHNS, P.C. TELEPHONE (817) 335-1050 LEWIS D. SCHWARTZ, P.C. METRO (817) 429-9463 October 24, 1995 Surety Capital Corporation 1845 Precinct Line Road, Suite 100 Hurst, Texas 76054 Re: Registration Statement on Form S-8, Surety Capital Corporation 1995 Incentive Stock Option Plan Gentlemen: Pursuant to your request, we have examined a copy of the Surety Capital Corporation 1995 Incentive Stock Option Plan (the "Plan"), which was approved by the Board of Directors in February 1995 and by the shareholders of Surety Capital Corporation (the "Company") in April 1995. We have also examined the Certificate of Incorporation of the Company, as amended, the Restated Bylaws of the Company, and corporate proceedings of the Company as reflected in minutes of meetings of the shareholders and the Board of Directors of the Company. Based upon our examination of the foregoing papers and documents, together with the examination of such other papers and documents and the investigation of such matters of law as we have deemed relevant or necessary in rendering this opinion, we hereby advise you that we are of the opinion that: Shares of the Common Stock of the Company purchasable upon the exercise of any option granted under the Plan will, upon issuance by the Company in accordance with the terms of the respective agreements under which such options may be granted, be duly and validly issued, and will be fully paid and nonassessable, whether such shares shall theretofore have been authorized but unissued shares of the Common Stock of the Company or shares reacquired by the Company and held by it as treasury shares, provided that the purchase price under each such agreement shall be at least equal to the par value of the shares issued thereunder. We consent to the use of this opinion in connection with the Registration Statement on Form S-8 and the Prospectus constituting a part thereof filed by the Company with the Securities and Exchange Commission for the registration under the Securities Act of Surety Capital Corporation October 24, 1995 Page 2 1933, as amended, of 100,000 shares of the Common Stock of the Company and an undetermined number of additional shares as may become issuable thereunder as required by the anti-dilution provisions of the Plan. Very truly yours, TRACY & HOLLAND By: Margaret E. Holland, P.C., Partner By:/s/ Margaret E. Holland ----------------------- Margaret E. Holland, President EX-23.02 3 CONSENT OF COOPERS & LYBRAND EXHIBIT 23.02 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Surety Capital Corporation on Form S-8 (File No. 33-_____) of our report dated January 27, 1995, except as to the information presented in Note 7, for which the date is March 8, 1995 on our audits of the consolidated financial statements of Surety Capital Corporation as of December 31, 1994 and 1993, and for each of the three years in the period ended December 31, 1994, which report is included in the Annual Report on Form 10-K for the year ended December 31, 1994. We also consent to the reference to our firm under the caption "Experts." /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Fort Worth, Texas September 27, 1995 -----END PRIVACY-ENHANCED MESSAGE-----