-----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, PEU3h1nUJP+fmgFGHBnPWs9DTI/FZ+ZuwfD4G6YFF0UYbvlsHC4FM+3vcWBXV43L jxMaeV+91gOuijiGPOCuDw== 0000925600-99-000005.txt : 19990126 0000925600-99-000005.hdr.sgml : 19990126 ACCESSION NUMBER: 0000925600-99-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990125 EFFECTIVENESS DATE: 19990125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GORAN CAPITAL INC CENTRAL INDEX KEY: 0000925600 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-71095 FILM NUMBER: 99511839 BUSINESS ADDRESS: STREET 1: 181 UNIVERSITY AVE - STE 1101 STREET 2: BOX 11 CITY: TORONTO ONTARIO CANA STATE: A6 BUSINESS PHONE: 4165941155 MAIL ADDRESS: STREET 1: 4720 KINGSWAY DRIVE CITY: INDIANAPOLIS STATE: IN ZIP: 46205 S-8 1 REGISTRATION STATEMENT OF GORAN CAPITAL - -------------------------------------------------------------------------------- As filed with the Securities and Exchange Commission on January 22, 1999 Registration No. _________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------------------- GORAN CAPITAL INC. (Exact Name of Registrant as specified in its charter) CANADA Not Applicable (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 181 University Avenue Suite 1101 - Box 11 Toronto, Ontario, Canada M5H 3M7 (Address of Principal Executive Offices) (Zip Code) GORAN CAPITAL INC. SHARE OPTION PLAN (Full title of plan) David L. Bates Vice President, General Counsel and Secretary Goran Capital Inc. 181 University Avenue Suite 1101 - Box 11 Toronto, Ontario, Canada M5H 3M7 (416) 594-1155 (Canada), (317) 259-6304 (USA) (Name and address of agent for service) telephone number, including area code, of agent for service CALCULATION OF REGISTRATION FEE
Additional Proposed Proposed Title of Amount Maximum Maximum Securities to be to be Offering Price Aggregate Amount of Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee Common Shares, without par value 325,672 11.0625 $3,602,746.50 $1,001.56
(1) Any additional shares of Common Shares to be issued as a result of stock dividends, stock splits or similar transactions shall be covered by this Registration Statement as provided in Rule 416. (2) Estimated solely to determine the registration fee and based on the average of high and low sales per Common Share of Goran Capital Inc. on the NASDAQ Stock Market on January 21, 1999, as to shares not yet subject to options granted under the Plan, pursuant to Rule 457(c). Pursuant to General Instruction E of Form S-8, the registration fee is calculated with respect only to the additional shares being registered hereunder. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* *Information required by Part I of Form S-8 to be contained in the Section 10(a) Prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement is being filed with respect to an additional aggregate 325,672 shares of Goran Capital Inc. Common Shares, without par value, issuable under the Goran Capital Inc. Share Option Plan. Pursuant to General Instruction E (Registration of Additional Securities) to Form S-8, the contents of the Registrant's prior Registration Statement on Form S-8 (Registration No. 333-44679) filed with the Securities and Exchange Commission (the "Commission") on January 22, 1998 relating to 1,069,265 shares of the Registrant's Common Shares, without par value, issuable upon the exercise of options or other rights guaranteed under the Registrant's Share Option Plan are hereby incorporated herein by this reference. Item 3. Incorporation of Documents by Reference. The following documents are hereby incorporated by reference into this Registration Statement. (a) The annual report on Form 10-K of the Registrant for the fiscal year ended December 31, 1997; and (c) All other reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") by the Registrant since December 31, 1997; and (d) The description of the capital stock of the Registrant contained in the Registrant's Registration Statement on Form 20-F, which was filed with the Commission on June 21, 1994, and all amendments of reports 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 1934 Act after the date of this Registration Statement and 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 into this Registration Statement and to be a part thereof from the date they are filed. Any statement contained in a document incorporated by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any other subsequently filed incorporated document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. S-1 Item 4. Description of Securities. See Incorporation of Documents by Reference. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Subject to the limitations of the Canadian Business Corporations Act (the "Act") with respect to indemnities in respect of derivative actions, under its By-Laws, the Registrant shall indemnify a present or former director or officer of the Registrant or a person who acts or acted at the Registrant's request as a director or officer of another corporation of which the Registrant is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a fine or judgment, action, proceeding or investigation to which he is, or may be made, a party by reason of being or having been such a director or officer and provided that the director or officer acted honestly and in good faith with a view to the best interests of the Registrant and , in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing hat his conduct was lawful. The Indemnification provisions of the By-Laws effectively provide for indemnification to the maximum extent permitted by the Act and generally provide that the Registrant will provide indemnification in every circumstance where the Act so permits or requires. The Registrant also carries director and officer liability insurance. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The exhibits furnished with the Registration Statement are listed on Page E-1. 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 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; (ii) to include any prospectus required by Section 10(a)(3) of the Securities Act; and (iii) to reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (of the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration; provided, however, that paragraphs (1)(ii) and (iii) do not apply if this Registration Statement is on Form S-3, S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs 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 1934 Act that are incorporated by reference in this Registration Statement. S-2 (2) The undersigned Registrant hereby undertakes that, for purposes 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) 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 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at the 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, the Registrant's Articles of Incorporation or By-Laws, as amended, or otherwise, the Registrant has been advised 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 Securities Act and will be governed by the final adjudication of such issue. S-3 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 Toronto, and the Province of Ontario, Canada, on this 18th day of January, 1999. GORAN CAPITAL INC. By: /s/ Alan G. Symons Alan G. Symons President and Chief Executive Officer Each person whose signature appears below hereby severally constitutes and appoints Alan G. Symons, Douglas H. Symons and David L. Bates, and each of them, his true and lawful agent, proxy and as attorney-in-fact for the undersigned, each acting alone with full power of substitution and resubstitution, in any and all capacities, to act on, sign and file any amendments to this Registration Statement (including post-effective amendments) and any subsequent registration statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act or 1933, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each 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 purpose as he might or could do in persons, hereby ratifying and confirming all that each said attorney-in-fact, or any of them, may lawfully do or cause to be done by virtue hereof. 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 date indicated. Signature Title Date (1) Principal Executive Officer: /s/ Alan G. Symons President and - --------------------------- Alan G. Symons Chief Executive Officer January 22, 1999 (2) Principal Financial and Accounting Officer: /s/ Gary P. Hutchcraft Vice President and - --------------------------- Gary P. Hutchcraft Chief Financial Officer January 22, 1999 and Treasurer (3) The Board of Directors /s/ G. Gordon Symons Director January 22, 1999 - --------------------------- G. Gordon Symons /s/ Alan G. Symons Director January 22, 1999 - --------------------------- Alan G. Symons S-4 /s/ Douglas H Symons Director January 22, 1999 - --------------------------- Douglas H. Symons /s/ John J. McKeating Director January 22, 1999 - --------------------------- John J. McKeating /s/ James G. Torrance Director January 22, 1999 - --------------------------- James G. Torrance /s/ J. Ross Schofield Director January 22, 1999 - --------------------------- J. Ross Schofield /s/ David B. Shapira Director January 22, 1999 - --------------------------- David B. Shapira S-5 INDEX TO EXHIBITS Exhibit No. Description 5 Opinion of Smith Lyons as to the legality of the securities to be registered 10.20 Goran Capital Inc. Share Option Plan* 23.1 Consent of Schwartz Levitsky Feldman 23.2 Consent of Smith Lyons (included as part of Exhibit 5) 24 Power of Attorney (included on Page S-4 of the Registration Statement) * Incorporated by reference to the similarly designated exhibit to the Registration Statement of Symons International Group, Inc. on S-1, Registration No. 333-9129 E-1 EX-5 2 EXHIBIT TO REGISTRATION STATEMENT Exhibit 5 January 22, 1999 Goran Capital Inc. 4720 Kingsway Drive Indianapolis, Indiana 46205 Re: 325,672 additional shares of Goran Capital Inc. (without par value) issuable under the Share Option Plan Gentlemen: You have requested our opinion in connection with the Registration Statement on Form S-8 (the "Registration Statement") of Goran Capital Inc. (the "Corporation"), relating to the offer and sale of up to an additional 325,672 common shares in the capital of the Corporation (the "Common Shares") issued or to be issued under the Corporation's Share Option Plan (the "Plan"). In connection with your request, we have relied upon such certificates of officers of the Corporation and considered such questions of law and taken such further action as we have deemed necessary or appropriate to enable us to render this opinion. In providing our opinion herein we have assumed that the Plan has been duly approved by the shareholders of the Corporation and, for purposes of determining the number of common shares of the Corporation that have been issued, or are subject to issuance, pursuant to the exercise of options granted under the Plan, we have relied solely on a certificate of an officer of the Corporation. Based upon such examination and subject to the limitations set out herein, we are of the opinion that, when the Common Shares have been purchased and the purchaser price therefor has been paid in accordance with the Plan, the Common Shares will be validly issued as fully paid and non-assessable shares in the capital of the Corporation. We are qualified to render opinions only as to the laws of the Province of Ontario and the federal laws of Canada applicable therein. The opinions expressed herein are to be construed in accordance with such laws only as they are in effect on the date hereof. In particular, we express no opinion with respect to the securities laws of any jurisdiction in which the Common Shares has been or may be issued or in which such Common Shares may be sold pursuant to the Registration Statement. We consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, however, we do not admit that we are in the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933 or the Rules and Regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Smith Lyons Smith Lyons EX-23 3 EXHIBIT TO REGISTRATION STATEMENT Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 27, 1998, except as to note 17 which is as of March 2, 1998, which was included in the 1997 annual report to the shareholders of Goran Capital Inc., filed as Exhibit 14.1 to Goran Capital Inc.'s Annual Report on Form10-K for the year ended December 31, 1997. /s/ Schwartz Levitsky Feldman Schwartz Levitsky Feldman Chartered Accountants Toronto, Ontario, Canada January 22, 1999 -----END PRIVACY-ENHANCED MESSAGE-----