-----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, BOS9mY2V8s1nMKkQOHY6B2yVrhbm1fovBmQffFusi2xkxIK+TogoGHAFNDitohGv ZkgQmebWFdT8//jxagGYEg== 0000950123-96-006265.txt : 19961108 0000950123-96-006265.hdr.sgml : 19961108 ACCESSION NUMBER: 0000950123-96-006265 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961107 EFFECTIVENESS DATE: 19961107 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIG HOLDINGS INC CENTRAL INDEX KEY: 0000897430 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 943172455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-15735 FILM NUMBER: 96655946 BUSINESS ADDRESS: STREET 1: 5205 N OCONNOR BLVD CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 2124462700 MAIL ADDRESS: STREET 1: 5205 N O OCONNOR BLVD CITY: IRVING STATE: TX ZIP: 75039 S-8 1 S-8 1 As filed with the Securities and Exchange Commission on November 7, 1996 Registration No. 33- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIG HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 94-3172455 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 65 EAST 55TH STREET 28TH FLOOR NEW YORK, NY 10022 (Address of Principal Executive Offices) TIG HOLDINGS, INC. 1996 LONG-TERM INCENTIVE PLAN TIG HOLDINGS, INC. 1996 NON-EMPLOYEE DIRECTORS COMPENSATION PROGRAM TIG HOLDINGS, INC. SEPTEMBER 1996 CONSULTANT STOCK OPTION AGREEMENT PETER M. ACTON 65 EAST 55TH STREET 28TH FLOOR NEW YORK, NY 10022 (Name and address of agent for service) (212) 446-2700 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ========================================================================================================================= Proposed Proposed Title of Maximum Maximum Securities to Amount to be Offering Aggregate Amount of be Registered Registered(1) Price Per Offering Registration Share(2) Price(2) Fee - ------------------------------------------------------------------------------------------------------------------------- Common Stock (par 3,000,000 shares $28.625 $85,875,000 $29,613 value $.01 per share) =========================================================================================================================
(1) There are also registered hereby such indeterminate number of shares of Common Stock as may become issuable by reason of the operation of the anti-dilution provisions of the TIG Holdings, Inc. 1996 Long-Term Incentive Plan, the TIG Holdings, Inc. 1996 Non-Employee Directors Compensation Program and the TIG Holdings, Inc. September 1996 Consultant Stock Option Agreement. (2) Estimated, in accordance with Rule 457(c) under the Securities Act, solely for the purpose of calculating the registration fee. The Proposed Maximum Offering Price Per Share and the Proposed Maximum Aggregate Offering Price are based on the average of the high and low prices of the Common Stock as reported on the composite reporting system for stocks listed on the New York Stock Exchange on November 6, 1996. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The Registrant hereby incorporates by reference in this Registration Statement the following documents: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 (the "Annual Report"). (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end of the fiscal year covered by the Annual Report. (c) The Registrant's Registration Statement on Form 8-A, filed pursuant to Section 12(b) of the Exchange Act, which contains a description of the Common Stock, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interest of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Reference is made to Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL"), which permits a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director's fiduciary duty, except (i) for any breach of the director's fiduciary duty of loyalty to the corporation or its stockholders (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant's Amended and Restated Certificate of Incorporation contains provisions permitted by Section 102(b)(7) of the DGCL. Reference is made to Section 145 of DGCL which provides that a corporation may indemnify any persons, including directors and officers, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by such person in connection with such action, suit or proceeding, provided such director, officer, employee or agent acted in good faith and in a manner he reasonable believed to be in or not opposed to the -2- 3 corporation's best interests and, with respect to any criminal action or proceedings had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify directors and/or officers in an action or suit by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the director or officer is adjudged to be liable to the corporation. Where a director or officer is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such director or officer actually and reasonably incurred.The Registrant's bylaws, as amended, requires indemnification of directors and officers of the Registrant as permitted by the DGCL. The Registrant may maintain liability insurance to protect each director and officer of the Registrant or another entity against any expense, liability or loss, whether or not the Registrant would have the power to indemnity such persons against such expense, to indemnity such person against such expense, liability or loss under the DGCL. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits.
Exhibit Number Description 5 Opinion of Peter M. Acton, General Counsel of the Registrant, regarding legality of securities being registered (including consent). 23.1 Consent of Peter M. Acton (included as part of Exhibit 5) 23.2 Consent of Independent Auditors. 24 Powers of Attorney.
Item 9. Undertakings. 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, (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. Clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that incorporated by reference in the registration statement. -3- 4 (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 the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 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 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 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. 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 indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. -4- 5 SIGNATURES 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 New York, State of New York on this 7th day of November, 1996. TIG HOLDINGS, INC. By: /S/ Jon W. Rotenstreich ------------------------------------- Name: Jon W. Rotenstreich Title: Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person on November 7th, 1996 in the capacities and on the date indicated.
Signature Title(s) Date - --------- -------- ---- * Chairman of the Board and Chief Executive November 7, 1996 - ------------------------------ Officer and Director (Principal Executive Jon W. Rotenstreich Officer) * - ------------------------------ Don D. Hutson President, Chief Operating Officer and Director November 7, 1996 * Executive Vice President and Chief Financial November 7, 1996 - ------------------------------ Officer (Principal Financial Officer) Edwin G. Pickett * - ------------------------------ Steven A. Cook Controller (Principal Accounting Officer) November 7, 1996 * - ------------------------------ George B. Beitzel Director November 7, 1996 * - ------------------------------ William G. Clark Director November 7, 1996 * - ------------------------------ Joel S. Ehrenkranz Director November 7, 1996 * - ------------------------------ George D. Gould Director November 7, 1996 * - ------------------------------ William W. Priest, Jr. Director November 7, 1996
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Signature Title(s) Date * - ------------------------------ Harold Tanner Director November 7, 1996 * By Power of Attorney /s/ Louis J. Paglia November 7, 1996 ------------------------------------------- Louis J. Paglia Attorney-in-Fact
-6- 7 EXHIBIT INDEX
Exhibit Number Description Page No. 5 Opinion of Peter M. Acton, General Counsel to the Registrant, regarding legality of securities being registered (including consent). 23.1 Consent of Peter M. Acton (included as part of Exhibit 5) 23.2 Consent of Independent Auditors. 24 Power of Attorney.
-7- EX-5 2 OPINION OF PETER M ACTON GENERAL COUNCEL 1 Exhibit 5 November 7, 1996 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N. W. Washington, D.C. 20549 RE: Registration Statement on Form S-8 Ladies and Gentlemen: I am the General Counsel of TIG Holdings, Inc., a Delaware corporation (the "Company"). This opinion is provided in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission"), with respect to the registration under the Securities Act of 1933, as amended (the "Act"), of an aggregate of 3,000,000 shares (the "Shares") of common stock, par value $.01 per share, to be issued pursuant to the Company's 1996 Long-Term Incentive Plan, the Company's 1996 Non-Employee Directors Compensation Program and the Company's September 1996 Consultant Stock Option Agreement (collectively, the "Plans"). As such counsel and in connection with the registration of the shares, I have reviewed or caused to be reviewed copies of the Registration Statement, the Plans, the Company's Certificate of Incorporation, as amended and restated, the Company's By-Laws and such documents and records as I have deemed necessary to enable me to express the opinions hereinafter set forth. In such review, I have assumed the genuineness of all signatures of all persons signing the Registration Statement, the authenticity of all documents submitted to me as originals and the conformity to authentic original documents of all documents submitted to me as certified, conformed or photostat copies. Based upon the foregoing, and further subject to the penultimate paragraph of this letter, I am of the opinion that the shares covered by the Registration Statement, following the issuance of such shares and the payment therefor, in each case, in accordance with the terms stated in each of the Plans, will be validly issued, fully paid and non-assessable. I am a member of the bar of the State of New York, and I do not express any opinion herein concerning any laws other than the federal law of the United States and the General Corporation Law of the State of Delaware. I hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Peter M. Acton ------------------ Peter M. Acton General Counsel -8- EX-23.2 3 CONSENT OF INDEPENDENT AUDITORS 1 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the TIG Holdings, Inc. 1996 Long-Term Incentive Plan, the TIG Holdings, Inc. 1996 Non-Employee Directors Compensation Program and the TIG Holdings, Inc. September 1996 Consultant Stock Option Agreement of our report dated February 2, 1996, except for Note P, as to which the date is February 22, 1996, with respect to the consolidated financial statements and schedules of TIG Holdings, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1995 filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Dallas, Texas October 31, 1996 -9- EX-24 4 POWERS OF ATTORNEY 1 Exhibit 24 POWERS OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Jon W. Rotenstreich, Don D. Hutson and Louis J. Paglia his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in such person's name, place and stead in any and all capacities, to sign a registration statement on Form S-8 (the "Registration Statement"), with respect to the registration under the Securities Act of 1933, as amended, of an aggregate of 3,000,000 shares of common stock, par value $.01 per share of TIG Holdings, Inc. (the "Corporation"), to be issued pursuant to the Corporation's 1996 Long-Term Incentive Plan, the Corporation's 1996 Non-Employee Directors Compensation Program and the Corporation's September 1996 Consultant Stock Option Agreement, and any or all amendment(s) to the 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 attorney-in-fact and agent, 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 for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 19, 1996
/s/ Chairman of the Board, Chief Executive Officer - ----------------------------- and Director (Principal Executive Officer) Jon W. Rotenstreich /s/ President, Chief Operating Officer - ----------------------------- and Director Don D. Hutson s/ Executive Vice-President and Chief - ----------------------------- Financial Officer (Principal Financial Officer) Edwin G. Pickett /s/ Controller (Principal Accounting Officer) - ----------------------------- Steven A. Cook /s/ - ----------------------------- George B. Beitzel Director /s/ - ----------------------------- William G. Clark Director /s/ - ----------------------------- Joel S. Ehrenkranz Director /s/ - ----------------------------- George D. Gould Director /s/ - ----------------------------- William W. Priest, Jr. Director /s/ - ----------------------------- Harold Tanner Director
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