-----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, AAIr0tQDNYZnuTy3J1XKyND6z8DaRDOmUYw3KCsU2TnNUD8c1ZA0sXHxPRErtkSb rjj3Srjb1x3y4Ahjoq99eQ== 0000950129-08-004666.txt : 20080828 0000950129-08-004666.hdr.sgml : 20080828 20080828113807 ACCESSION NUMBER: 0000950129-08-004666 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080825 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080828 DATE AS OF CHANGE: 20080828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STEWART INFORMATION SERVICES CORP CENTRAL INDEX KEY: 0000094344 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 741677330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02658 FILM NUMBER: 081044303 BUSINESS ADDRESS: STREET 1: 1980 POST OAK BLVD CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7136258100 MAIL ADDRESS: STREET 1: 1980 POST OAK BLVD CITY: HOUSTON STATE: TX ZIP: 77056 8-K 1 h59944e8vk.htm FORM 8-K - CURRENT REPORT e8vk
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 25, 2008
STEWART INFORMATION SERVICES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
         
DELAWARE   001-02658   74-1677330
(State or Other Jurisdiction of   (Commission   (IRS Employer
Incorporation)   File Number)   Identification No.)
     
1980 Post Oak Blvd, Houston, Texas   77056
(Address Of Principal Executive Offices)   (Zip Code)
Registrant’s Telephone Number, Including Area Code (713) 625-8100
N.A.
(Former Name or Former Address, if Changed Since Last Report)
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURE
Joseph Allen Berryman Offer Letter
Press Release


Table of Contents

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
     On August 25, 2008, Mr. Max Crisp informed Stewart Information Services Corporation (the “Company”) of his intention to retire as Executive Vice President, Chief Financial Officer and Secretary-Treasurer of the Company. Mr. Crisp will continue to serve as a director of the Company for the remainder of his term ending May 1, 2009 and as an employee of Stewart Title Guaranty Company, a subsidiary of the Company, to assist in the transition to a new Chief Financial Officer.
     On August 25, 2008, the Board of Directors of the Company elected Mr. Joseph Allen Berryman, age 51, as Executive Vice President, Chief Financial Officer and Secretary-Treasurer of the Company effective September 2, 2008. Mr. Berryman will be designated as the Company’s principal financial officer. Mr. Berryman will receive a salary of $250,000 per year for his services to the Company. As a further inducement to Mr. Berryman to accept employment with the Company, effective September 2, 2008, the Board of Directors of the Company awarded Mr. Berryman a signing bonus of $4,000. At the discretion of the Compensation Committee of the Company, Mr. Berryman will be eligible to receive annual bonuses in amounts up to 60% of his base salary and options to acquire, or grants of, shares of the Company’s common stock. Further, Mr. Berryman will be eligible for participation in the Company’s standard employee benefit programs.
     Mr. Berryman has almost 30 years of financial and operational experience with organizations ranging from small, privately held entrepreneurial companies to large Fortune 500 organizations. Since 2007, Mr. Berryman has served as Vice President, Finance of Contract Research Solutions, Inc. d/b/a Cetero Research, one of the world’s largest providers of early clinical trial and bioanalytical laboratory services to pharmaceutical, biotechnology and generic drug companies. In 2006, he held the position of Chief Financial Officer and Chief Administrative Officer of Ba Research International, L.P., a provider of generic analytical services for pharmaceutical companies, which merged with two other entities in October 2006 to form Cetero Research. Mr. Berryman was the Chief Financial Officer of Retriever Payment Systems, Inc., a payment processing company, from 2002 through 2005. Mr. Berryman also has 12 years experience with the public accounting firm of Deloitte & Touche. He is a graduate of the University of Georgia and is a Certified Public Accountant.
     The offer letter reflecting the terms of Mr. Berryman’s employment with the Company is attached hereto as Exhibit 10.1. The press release announcing the election of Mr. Berryman is attached hereto as Exhibit 99.1. The foregoing description is qualified by reference to such exhibits.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
     (d) EXHIBITS
     
Exhibit No.   Description
 
   
10.1
  Joseph Allen Berryman Offer Letter dated August 25, 2008.
 
   
99.1
  Press release dated August 28, 2008, announcing that Joseph Allen Berryman has been elected Executive Vice President, Chief Financial Officer, Secretary and Treasurer of Stewart Information Services Corporation effective September 2, 2008.

 


Table of Contents

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  STEWART INFORMATION SERVICES CORPORATION
(Registrant)
 
 
  By:   /s/ Max Crisp    
    (Max Crisp, Executive Vice President,   
    Secretary, Treasurer, Director and Principal Financial Officer)   
 
Date: August 28, 2008

 

EX-10.1 2 h59944exv10w1.htm JOSEPH ALLEN BERRYMAN OFFER LETTER exv10w1
Exhibit 10.1
     
(STEWART LOGO)
  Stewart Information
Services Corporation
1980 Post Oak Blvd.
Houston, TX 77056
713-625-8100
800-729-1900 National
www.stewart.com
NYSE:STC
August 25, 2008
Joseph Allen Berryman
21503 Ganton Drive
Katy, TX 77450
Dear Allen:
We are pleased to confirm our offer to you of the position of Executive Vice President and Chief Financial Officer of Stewart Information Services Corporation (“SISCO”) and Stewart Title Guaranty Company (“STG”), the initial terms of which are set forth below and have been approved by the SISCO and STG Boards of Directors.
     
Title:
  Executive Vice President, Chief Financial Officer and Secretary-Treasurer, Stewart Information Services Corporation and Executive Vice President, Chief Financial Officer and Secretary-Treasurer, Stewart Title Guaranty Company
Monthly Salary:
  $20,833.33 ($250,000 annually) 
Bonus:
  Eligible for bonuses up to 60% of base salary based on completion of goals and targets approved by the Compensation Committee of the Board of Directors
Initial Signing Bonus
  $4,000.00     
Long Term
  Eligible for stock options/grants as determined by the Compensation Committee of
Incentive;
  the Board of Directors and the Board of Directors up to approximately 100% of base salary
Auto Allowance:
  $600.00 per month 
Vacation:
  Eligible for 3 weeks of vacation after completion of 6 months of service
Start Date:
  September 2, 2008
Location:
  Houston, Texas
Benefits:
  Eligible for participation in SISCO/STG’s standard package of employee benefit programs, including (with a minimum of 20 hours worked per week) the Flex, Health and Welfare benefit plans as well as the 401(k) Salary Deferral Plan, beginning the first of the month following or coinciding with 90 days of employment and upon completion of enrollment elections.
You may terminate your employment with STG, and resign from your positions with SISCO and STG at any time, with or without reason, and STG has the right to terminate your employment, or remove you as an officer of SISCO or STG, at any time with or without a reason or cause. Your employment is “at will”.
This employment offer does not constitute an express or implied contract of employment for any specified duration of time.
We are confident that SISCO and STG can offer you a challenging and rewarding opportunity. We look forward to your acceptance of our offer. Please sign below to indicate you understand, agree to and accept the terms of this offer and are not currently party to any employment agreement or any non-compete or other restrictive agreements that would affect your employment status with us. You may be required to sign a confidentiality and non-disclosure agreement upon hire. This offer supersedes any prior communication between us, whether written or oral and expires on August 28, 2008.
             
/s/ Matthew W. Morris
 
Matthew W. Morris
  Accepted:   /s/ Joseph Allen Berryman
 
Joseph Allen Berryman
   
Sr. Executive Vice President
           
 
      25 Aug 2008    
 
     
 
Date
   

EX-99.1 3 h59944exv99w1.htm PRESS RELEASE exv99w1
Exhibit 99.1
NEWS
From:
STEWART INFORMATION SERVICES CORP.

P.O. Box 2029, Houston, Texas 77252-2029
http://www.stewart.com
Contact: Ted C. Jones, Director-Investor Relations
     (713) 625-8014          ted@stewart.com
Stewart® names J. Allen Berryman as new CFO
Berryman will succeed CFO Max Crisp upon his retirement
HOUSTON (Aug. 28, 2008) – Today, Stewart Information Services Corporation (NYSE-STC) announced that J. Allen Berryman has been appointed executive vice president, chief financial officer and secretary-treasurer of the company. Berryman will replace Max Crisp who will step down from these positions at Stewart effective Sept. 2, 2008 after more than 40 years of outstanding service. Crisp will remain with the company through a transition period.
“Allen is an experienced CFO with an impressive background of working with both private and public companies, and we are excited to have him join the management team,” said Dr. Douglas Hodo, chairman of the audit committee. “He is well equipped to provide strategic and functional leadership for the next phase of Stewart’s growth.”
Berryman has nearly 30 years of financial and operational experience with organizations ranging from privately-held entrepreneurial companies to a Fortune 500 company. He leaves a position as head of finance for Raleigh-based Cetero Research, one of the world’s largest providers of early clinical trial and bioanalytical laboratory services to pharmaceutical, biotechnology and generic drug companies. Prior to joining Cetero, Berryman spent nine years in the electronic payments industry, holding CFO and COO positions with Retriever Payment Systems and Telecheck International. He began his career as a CPA with the public accounting firm of Deloitte & Touche where he worked for 12 years.
- more -

 


 

Crisp joined Stewart in 1965, having previously worked for Price Waterhouse & Co. He has been a member of Stewart Information Services Corporation’s board of directors since its inception in 1970 and served on its executive committee. He has also held the positions of executive vice president, chief financial officer and secretary-treasurer for Stewart Information Services Corporation. Under his leadership, Crisp accomplished five public offerings raising significant capital for the company.
Crisp will continue to serve the company as an officer of Stewart Title Guaranty Company and will assist in Berryman’s transition to CFO. Crisp will also maintain a position on the board of directors for the remainder of his term ending May 9, 2009.
“Max has provided exceptional leadership to this company and to our management. We are very grateful for his dedicated service during the past 40-plus years,” said Malcolm Morris, chairman and co-chief executive officer for Stewart Information Services Corporation. “Max has been an icon of Integrity for Stewart and we are fortunate that Max will continue in assisting us through the important transition to a new CFO,” added Stewart Morris, Jr., president and co-chief executive officer for Stewart Information Services Corporation.
About Stewart
Stewart Information Services Corp. (NYSE-STC), a customer-driven, technology-enabled, strategically competitive, real estate information, title insurance and transaction management company. Stewart provides title insurance and related information services required for settlement by the real estate and mortgage industries in the United States and international markets. Stewart also provides post-closing lender services, automated county clerk land records, property ownership mapping, geographic information systems, property information reports, flood certificates, document preparation, background checks and expertise in tax-deferred exchanges. More information can be found at http://www.stewart.com.
###
Statements in this news release that are not strictly historical may be deemed “forward-looking” statements which should be considered as subject to the many uncertainties that exist in the Company’s operations and environment. These uncertainties, which include economic conditions, market demand and pricing, competitive and cost factors, and the like, are incorporated by reference in the Stewart Information Services Corporation Form 10-K filed with the Securities and Exchange Commission. Such factors could cause actual results to differ materially from those in the forward-looking statements.

 

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