-----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, NMOHbRIWUpD+cjo576AYLKEXLs5kQJuvULdcDC2G9SeYwkouA8fXHREtIj2fAza2 ITlSkQyiHwYL6p4+XLkdsw== 0000950130-97-003779.txt : 19970822 0000950130-97-003779.hdr.sgml : 19970822 ACCESSION NUMBER: 0000950130-97-003779 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970821 EFFECTIVENESS DATE: 19970821 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 SEC ACT: 1933 Act SEC FILE NUMBER: 333-34101 FILM NUMBER: 97667771 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 1 FORM S-8 As filed with the Securities and Exchange Commission on August 21, 1997 Registration No. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ 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. 1987 STOCK OPTION 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 maximum Amount of Title of securities Amount to be Proposed maximum offering aggregate per registration to be registered registered price unit offering price fee - --------------- ------------ ------------------------- ----------------- -------------- Common Stock, 1,000,000 (1) (2) $115,281,250 (2) $34,933.71 par value $1.00 per share ==================================================================================================================================
(1) Consists of shares of Common Stock and an equal number of tandem Rights to be issued under the MBIA Inc. 1987 Stock Option Plan (the "Plan"). Such undeterminable number of additional shares as may be issuable pursuant to the operation of the recapitalization provisions of the Plan are hereby also registered. (2) Computed pursuant to Rule 457(h) solely for the purpose of determining the registration fee, based upon an assumed price of $115.28125 per share, which is the average of the high and low prices of MBIA Inc. Common Stock on August 18, 1997, as reported on the New York Stock Exchange Consolidated Tape on August 18, 1997.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference Incorporated by reference in this Registration Statement are the following documents heretofore filed by MBIA Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"): a. The Company's latest annual report filed pursuant to sections 13(a) or 15(d) of the Exchange Act; b. All other reports filed by the Company pursuant to sections 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 Company's Common Stock, par value $1.00 per share (the "Common Stock"), contained in a registration state ment filed under the Exchange Act, and any amendment or report filed for the purpose of updating such description. d. The description of the Company's preferred share purchase rights (the "Rights") contained in a report filed by the Company pursuant to Section 13 of 15(d) of the Exchange Act and any amendment or report filed to update such description. All documents subsequently filed by the Company pursuant to sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post- effective amendment that indicates that all securities offered hereby have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the dates of filing of such documents. Item 4. Description of Securities Not applicable. II-1 Item 5. Interests of Named Experts and Counsel None. Item 6. Indemnification of Directors and Officers The Company was incorporated under the laws of the State of Connecticut in 1986. Section 33-171 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 and 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 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 subjects to certain limitations set forth therein, to also indemnify a director against reasonable expenses incurred in such a proceeding. II-2 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. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits An Exhibit Index, containing a list of all exhibits filed with this registration statement, is included on page 10. II-3 Item 9. Undertakings (a) Rule 415 Offering. 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, unless the information is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incor porated by reference in the Registration State ment; (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, unless the information is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference 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. (2) 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. (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) Subsequent Exchange Act Documents. The undersigned Registrant --------------------------------- hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to section II-4 13(a) or section 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 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) Indemnification. 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 Securities and Exchange 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 indemni fication by it is against public policy as expressed in the Securities Act and will be governed by the final adjudi cation of such issue. II-5 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Armonk, State of New York on the 6th day of August, 1997. MBIA INC. By: /s/ David H. Elliot ---------------------------- 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 Chairman and Chief Executive August 6, 1997 - --------------------------- Officer; Director David H. Elliott /s/ Julliette S. Tehrani Executive Vice President; Chief August 6, 1997 - --------------------------- Financial Officer and Treasurer Julliette S. Tehrani /s/ Elizabeth B. Sullivan - --------------------------- Vice President and Controller August 6, 1997 Elizabeth B. Sullivan /s/ Joseph W. Brown, Jr.* - --------------------------- Director August 6, 1997 Joseph W. Brown, Jr. /s/ David C. Clapp* - --------------------------- Director August 6, 1997 David C. Clapp
II-6 /s/ Gary C. Dunton* - --------------------------- Director August 6, 1997 Gary C. Dunton /s/ Claire L. Gaudiani* - --------------------------- Director August 6, 1997 Claire L. Gaudiani /s/ William H. Gray, III* - --------------------------- Director August 6, 1997 William H. Gray, III /s/ Freda S. Johnson* - --------------------------- Director August 6, 1997 Freda S. Johnson /s/ Daniel P. Kearney* - --------------------------- Director August 6, 1997 Daniel P. Kearney /s/ James A. Lebenthal* - --------------------------- Director August 6, 1997 James A. Lebenthal /s/ Pierre-Henri Richard* - --------------------------- Director August 6, 1997 Pierre-Henri Richard /s/ John A. Rolls* - --------------------------- Director August 6, 1997 John A. Rolls /s/ Richard L. Weill - --------------------------- Director August 6, 1997 Richard L. Weill * By:/s/ Louis G. Lenzi ------------------ Louis G. Lenzi Attorney-in-Fact II-7 Index to Exhibits -----------------
Exhibit No. Description of Exhibit - ----------- ---------------------------------------- 4.1 Restated Certificate of Incorporation 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. 4.2 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. 4.3 Rights Agreement, dated as of December 12, 1991, between the Company and Mellon Bank, N.A., incorporated by reference to the Company's Current Report on Form 8-K, filed on December 31, 1991, incorporated by reference to Exhibit 10.62 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, as amended by Amendment to Rights Agreement, dated as of October 24, 1994, incorporated by reference to Exhibit 10.49 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. 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. (filed herewith). 23.2 Consent of Day, Berry & Howard (included in Exhibit 5). 24 Powers of Attorney (filed herewith). 99 MBIA Inc. 1987 Stock Option Plan, incorporated by reference to Exhibit 10.15 to the Company's Registration Statement on Form S-1 (Registration No. 33-14474), as amended by the First Amendment to the MBIA Inc. 1987 Stock Option Plan (filed herewith).
EX-5 2 OPINION OF DAY, BERRY & HOWARD Exhibit 5 [Letterhead of Day, Berry & Howard] August 20, 1997 Dear Sirs: We have acted as counsel to MBIA Inc., a Connecticut corporation (the "Company"), in connection with the filing by the Company of a Registration Statement on Form S-8 (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. 1987 Stock Option 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 EX-23.1 3 CONSENT OF COOPERS & LYBRAND Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of our reports dated February 3, 1997, on our audits of the consolidated financial statements and consolidated financial statement schedules of MBIA Inc. and Subsidiaries as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996, which reports are incorporated by reference in or included in the 1996 Annual Report on Form 10-K of MBIA Inc. /s/ Coopers & Lybrand L.L.P. Coopers & Lybrand L.L.P. New York, New York August 19, 1997 EX-24 4 POWERS OF ATTORNEY Exhibit 24 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 attorney-in-fact and agent, 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 Registration Statement of the Company on Form S-8 (the "Registration Statement") for the registration of shares of the Company's common stock, par value $1.00 (the "Common Stock"), in connection with the MBIA Inc. 1987 Stock Option 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 attorney-in-fact and agent 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 attorney-in-fact and agent 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 attorney-in-fact and agent 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
EX-99 5 MBIA, 1987 STOCK OPTION PLAN Exhibit 99 FIRST AMENDMENT TO THE MBIA INC. 1987 STOCK OPTION PLAN WHEREAS, MBIA Inc. (the "Company") maintains the MBIA Inc. 1987 Stock Option Plan (the "Plan"); WHEREAS, pursuant to Section 17 of the Plan, the Company has reserved the right to amend the Plan; and WHEREAS, the Company desires to amend the Plan; NOW, THEREFORE, the Plan is amended effective as of June 1, 1995 as follows: 1. Section 3(a) of the Plan is amended to read as follows: Subject to adjustment as provided in Section 14 below, the aggregate number of shares of Common Stock to be delivered upon exercise of all Options granted under the Plan shall not exceed 4,753,011 shares. 2. Section 6(d) of the Plan is amended to delete the second sentence thereof, and to add a new second sentence thereof, to read as follows: There shall be no limitation on the number of shares of Common Stock which an Optionee may be granted to purchase, except that no Optionee may be granted an Option to purchase shares of Common Stock in excess of (i) - 500,000 shares within any 12 month period (subject to adjustment as provided in Section 14 below) or (ii) the number of shares remaining -- available for Option grants under the Plan. IN WITNESS WHEREOF, the Company has caused this amendment to be executed by its duly authorized officers this 6th day of August, 1997. ATTEST MBIA INC. By: /s/ Louis G. Lenzi By: /s/ Richard L. Weill ------------------------------ ------------------------------ Secretary President
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