-----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, FpSlxOBMfaYd8Y8rw3c4MOjI1rGwbhmKdDaoVaioi37uIpPeoBqTlIL0zmNV1IqC Iuk1Y+kNXG2himEGN3Yd0g== 0000950130-97-005794.txt : 19971231 0000950130-97-005794.hdr.sgml : 19971231 ACCESSION NUMBER: 0000950130-97-005794 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971230 EFFECTIVENESS DATE: 19971230 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MBIA INC CENTRAL INDEX KEY: 0000814585 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 061185706 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-46062 FILM NUMBER: 97746673 BUSINESS ADDRESS: STREET 1: 113 KING ST CITY: ARMONK STATE: NY ZIP: 10504 BUSINESS PHONE: 9142734545 MAIL ADDRESS: STREET 1: 113 KING ST CITY: ARMONK STATE: NY ZIP: 10504 S-8 POS 1 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on December 30, 1997 Registration No. 33-46062 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________ MBIA INC. (Exact name of registrant as specified in its charter) CONNECTICUT 06-1185706 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 113 KING STREET ARMONK, NEW YORK 10504 (Address of Principal Executive Offices including Zip Code) MBIA INC. EMPLOYEES PROFIT SHARING AND 401(K) SALARY DEFERRAL PLAN (Full title of the Plan) LOUIS G. LENZI, ESQ. GENERAL COUNSEL AND SECRETARY 113 KING STREET ARMONK, NEW YORK 10504 (914) 273-4545 (Name, address and telephone number of agent for service) ================================================================================ CALCULATION OF REGISTRATION FEE ============================================================================ Proposed Proposed maximum Title of maximum aggregate Amount of securities to Amount to be offering offering registration be registered registered price unit price fee - ------------- ------------ ---------- ------------ ---------- Common Stock, 1,000,000(1) (2) None (3) None par value $1.00 per share ============================================================================ (1) Consists of shares of Common Stock and an equal number of tandem Rights. 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 plan described herein. The number of shares specified in Form S-8 Registration Statement No. 33- 46062 shall be adjusted by the reason of any subsequent increase or decrease in the number of shares of Common Stock occurring at any time due to a stock split, stock dividend, recapitalization or other capital adjustments or contribution of capital or other assets to the registrant. (2) Not applicable. (3) No registration fee required. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The contents of the Registrant's Registration Statement on Form S-8 (Registration No. 33-46062), other than Item 6 thereof, are hereby incorporated by reference in this Registration Statement. The following additional information regarding indemnification of officers and directors is provided pursuant to Item 6 and supersedes the information appearing in Registration No. 33-46062: Item 6. Indemnification of Directors and Officers The Company was incorporated under the laws of the State of Connecticut in 1986. Section 33-771 of the Connecticut Business Corporation Act (the "CBCA") states that, unless its certificate of incorporation otherwise provides, a Corporation formed under Connecticut law prior to January 1, 1997 shall indemnify under Sections 33-770 to 33-778, inclusive, as amended, a director to the same extent the corporation is permitted to provide the same to a director pursuant to Section 33-771(a)(1), (b), (c) and (d). The obligation to indemnify is subject to certain limitations set forth in Section 33-775 of the CBCA, which require a determination in each case, in the manner set forth in Section 33-775, that indemnification of the director is permissible. Under Section 33-774 of the CBCA, a director may also apply to a court of competent jurisdiction for indemnification. Section 33-776(d) of the CBCA provides that a corporation incorporated under Connecticut law prior to January 1, 1997 shall also indemnify each of its officers who is not a director to the same extent as the corporation is permitted to provide the same to a director under Section 33- 771(a)(1), (b), (c) and (d), as limited by Section 33-775. The general counsel or other officers specified by the Board of Directors may make the determination required by Section 33-775, in addition to the persons specified in that Section. In general, Section 33-771 provides that a corporation may indemnify an individual made a party to a proceeding because he is a director against liability incurred in the proceeding if: (1) (A) he conducted himself in good faith; (B) he reasonably believed (i) in the case of conduct in his official capacity, that his conduct was in the best interests of the corporation, and (ii) in all other cases, that his conduct was at least not opposed to the best interests of the corporation; and (c) in the case of any criminal proceeding, he had no reasonable cause to believe 1 his conduct was unlawful; or (2) he engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the certificate of incorporation as authorized by Section 33-636(b)(5) of the CBCA Sections 33-772 and 33-773 of the CBCA require or permit a corporation, in certain circumstances and subject to certain limitations set forth therein, to also indemnify a director against reasonable expenses incurred in such a proceeding. Section 33-771(d) provides that, unless ordered by a court, a corporation may not indemnify a director (1) in connection with a proceeding by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under 33-771(a); or (2) in connection with any proceeding with respect to conduct for which he was adjudged liable on the basis that he received a financial benefit to which he was not entitled whether or not involving action in his official capacity. The Restated Certificate of Incorporation of the Company includes a provision limiting a director's personal liability to the Company or its shareholders for monetary damages for breach of duty as a director, to an amount equal to the amount of compensation received by the director for serving the Company during the calendar year in which the violation occurred, subject to a number of exceptions, including violations involving a knowing and culpable violation of law, a breach of duty which enables a director or an associate to receive an improper personal gain, conduct showing a lack of good faith and conscious disregard of duty to the Company, a sustained and unexcused pattern of inattention, or the approval of an illegal distribution of assets of the Company to its shareholders. The Company has purchased insurance providing officers and directors of the Company (and their heirs and other legal representatives) coverage against certain liabilities arising from any negligent act, error, omission or breach of duty claimed against them solely by reason of their being such officers and directors, and providing coverage for the Company against its obligation to provide indemnification as required by the above-described statutes and the Restated Certificate of Incorporation. The insurance policy has a $50 million aggregate policy limit for any loss or losses during the policy year. 2 Item 8. Exhibits The following additional exhibits are provided pursuant to Item 8: Index to Exhibits ----------------- Exhibit No. Description of Exhibit - ----------- ---------------------- 4.4 Restated Certificate of Incorporation of the Company, dated August 17, 1990, incorporated by reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990. 4.5 Company's By-laws as Amended as of May 7, 1992, incorporated by reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. 5 Opinion of Day, Berry & Howard as to the legality of securities to be registered (filed herewith). 23.1 Consent of Coopers & Lybrand L.L.P., incorporated by reference to Exhibit 23 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. 23.2 Consent of Day, Berry & Howard (included in Exhibit 5). 24.1 Additional Powers of Attorney (filed herewith). 3 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 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-46062 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Armonk, State of New York on the 15th day of December, 1997. MBIA INC. By:/s/ David H. Elliott -------------------- David H. Elliott Chairman 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 dates indicated. Signatures Title Date - ---------- ----- ---- /s/ David H. Elliott - ------------------------- David H. Elliott Chairman and Chief December 15, 1997 Executive Officer; Director (Principal Executive Officer) /s/ Julliette S. Tehrani Executive Vice December 15, 1997 - --------------------------- President; Chief Julliette S. Tehrani Financial Officer and Treasurer (Principal Financial Officer) /s/ Elizabeth B. Sullivan Vice President and December 15, 1997 - --------------------------- Controller Elizabeth B. Sullivan (Principal Accounting Officer) 4 /s/ Joseph W. Brown, Jr. Director December 15, 1997 - --------------------------- Joseph W. Brown, Jr. /s/ David C. Clapp Director December 15, 1997 - --------------------------- David C. Clapp /s/ Gary C. Dunton Director December 15, 1997 - --------------------------- Gary C. Dunton /s/ Claire L. Gaudiani Director December 15, 1997 - --------------------------- Claire L. Gaudiani /s/ William H. Gray, III Director December 15, 1997 - --------------------------- William H. Gray, III /s/ Freda S. Johnson - --------------------------- Director December 15, 1997 Freda S. Johnson /s/ Daniel P. Kearney - --------------------------- Director December 15, 1997 Daniel P. Kearney /s/ James A. Lebenthal - --------------------------- Director December 15, 1997 James A. Lebenthal /s/ Pierre-Henri Richard Director December 15, 1997 - --------------------------- Pierre-Henri Richard /s/ John A. Rolls - --------------------------- Director December 15, 1997 John A. Rolls /s/ Richard L. Weill - --------------------------- Director December 15, 1997 Richard L. Weill * By:/s/ Louis G. Lenzi ------------------- Louis G. Lenzi Attorney-in-Fact 5 The Plan. Pursuant to the requirements of the Securities Act of 1933, -------- the trustees (or other persons who administer the employee benefit plan) have caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-46062 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Armonk, State of New York on the 15th day of December, 1997. MBIA Inc. Employees Profit Sharing and 401(k) Salary Deferral Plan By: /s/ David H. Elliott -------------------- David H. Elliott 6 EX-5 2 OPINION OF DAY, BERRY & HOWARD [Letterhead of Day, Berry & Howard] November 5, 1997 MBIA Inc. 113 King Street Armonk, NY 10504 Dear Ladies and Gentlemen: We have acted as counsel to MBIA Inc., a Connecticut corporation (the "Company"), in connection with the filing by the Company of a post-effective amendment to its Registration Statement on Form S-8, Registration No. 33-46062 (the "Registration Statement"), relating to 1,000,000 shares of the Company's common stock, par value $1.00 per share (the "Common Stock"), to be issued pursuant to the MBIA Inc. Employees Profit Sharing and 401(k) Salary Deferral Plan (the "Plan"). We have examined the originals, or copies certified or otherwise identified to our satisfaction, of the Plan and such other corporate records, documents, certificates or other instruments as in our judgment are necessary or appropriate to enable us to render the opinion set forth below. Based on the foregoing, we are of the opinion that authorized but not previously issued shares of Common Stock which may be issued under the Plan have been duly authorized and when issued in accordance with the terms of the Plan will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Day, Berry & Howard Day, Berry & Howard EX-24.1 3 ADDITIONAL POWERS OF ATTORNEY POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that each undersigned does hereby make, constitute and appoint Louis G. Lenzi and Pauline M. Cullen as his or her true and lawful attorneys-in-fact and agents, in his or her name, place and stead, to execute on his or her behalf, as an officer and/or director of MBIA Inc. (the "Company") the Post Effective Amendment No. 1 to the Company's Form S-8 Registration Statement No. 33-46062 (the "Registration Statement"), in connection with the MBIA Inc. Employees Profit Sharing and 401(k) Salary Deferral Plan and any and all amendments (including post-effective amendments) to the Registration Statement, and file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"), and any and all other instruments which said attorneys-in-fact and agents deem necessary or advisable to enable the Company to comply with the Act, the rules, regulations and requirements of the SEC in respect thereof, and the securities or Blue Sky laws of any State or governmental subdivision, giving and granting to said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing whatsoever necessary or appropriate to be done in and about the premises as fully to all intents as he or she might or could do it personally present at the doing thereof, with full power of substitution and resubstitution, hereby ratifying and confirming all that his or her said attorneys-in-fact and agents or substitutes may or shall lawfully do or cause to be done by virtue hereof.
/s/ David H. Elliott Chairman and Chief Executive /s/ William H. Gray, III Director - --------------------------- Officer; Director ------------------------- David H. Elliott William H. Gray, III /s/ Julliette S. Tehrani Executive Vice President; Chief /s/ Freda S. Johnson Director - --------------------------- Financial Officer and Treasurer ------------------------ Julliette S. Tehrani Freda S. Johnson /s/ Elizabeth B. Sullivan Vice President and Controller /s/ Daniel P. Kearney Director - --------------------------- ------------------------ Elizabeth B. Sullivan Daniel P. Kearney /s/ Joseph W. Brown, Jr. Director /s/ James A. Lebenthal Director - --------------------------- ------------------------ Joseph W. Brown, Jr. James A. Lebenthal /s/ David C. Clapp Director /s/ Pierre-Henri Richard Director - --------------------------- ------------------------ David C. Clapp Pierre-Henri Richard /s/ Gary C. Dunton Director /s/ John A. Rolls Director - --------------------------- ------------------------ Gary C. Dunton John A. Rolls /s/ Claire L. Gaudiani Director /s/ Richard L. Weill Director - --------------------------- ------------------------ Claire L. Gaudiani Richard L. Weill
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