As filed with the Securities and Exchange Commission on November 21, 1996
Registration No. 333-14135
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8/POS
REGISTRATION STATEMENT
under the Securities Act of 1933
THE SEIBELS BRUCE GROUP, INC.
(Exact name of registrant as specified in its charter)
South Carolina 57-0672136
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) Identification No.)
1501 Lady Street (PO Box 1)
Columbia, SC 29201 (29202)
(803) 748-2000
(Address including zip code, and telephone number, including
area code, of registrant's principal executive offices)
THE SEIBELS BRUCE GROUP, INC.
1996 STOCK OPTION PLAN FOR EMPLOYEES
(Full title of the plan)
Priscilla C. Brooks, Corporate Secretary
The Seibels Bruce Group, Inc.
1501 Lady Street (PO Box 1)
Columbia, SC 29201 (29202)
(803) 748-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
John C. West, Jr., Esq. Robert S. Smith, Esq.
John C. West, Jr., PA McGuire, Woods, Battle & Boothe
PO Box 661 1627 Eye Street, N.W.
1111 Broad Street Washington, D.C. 20006
Camden, SC 29020
Approximate date of Commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. X
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. X
CALCULATION OF REGISTRATION FEE
Title of each
class of Proposed maximum Proposed maximum Amount of
securities to Amount to Offering price Aggregate registration
registered be Registered per unit (1) Offering price(1) fee
- - ------------- ------------- ---------------- -------------- ------------
Common Stock,
$1.00 5,000,000 $ 2.563 $12,815,000 $3,883.33
par value
(1) Estimated solelu for the purpose of calculating the registration
fee in accordance with Rule 457.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Seibels Bruce Group, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement the following documents which have
been filed with the Securities and Exchange Commission (the "Commission"):
(a) the Company's Amended Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 filed with the Commission on April 25, 1996 (File
No. 0-8804);
(b) all other reports filed with the Commission pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1995, including the Company's Quarterly Reports on
Form 10-Q for the fiscal quarters ended March 31, 1996 and June 30, 1996 and the
Company's Current Report on Form 8-K dated January 10, February 2, March 14
and April 8, 1996; and
(c) a description of the Company's common stock, $1.00 par value (the
"Common Stock"), contained in the Company's Registration Statement on Form S-
2, filed October 15, 1996 pursuant to Section 12 of the Exchange Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have
been sold or which 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 respective dates of filing of such documents.
Item 4. Description of Securities
This registration statement relates to the Company's1996 Stock Option
Plan for Employees (the "Plan"), a copy of which can be found in the 1996 Notice
of Special Meeting of Shareholders and Proxy Statement, incorporated herein by
reference to submission DEF 14-A, filing date May 10, 1996, file number 000-
08804, accession number 0001005150-96-000127, accepted May 9, 1996, the
options to be granted thereunder (the "Options") and the shares of Common Stock
issuable upon exercise of the Options. The terms of the Options are described
in the Plan.
Item 5. Interests of Named Experts and Counsel
The validity of the shares of Common Stock to be issued pursuant to the
Plan have been passed upon for the Company by John C. West, Jr., PA, 1111 Broad
Street, Post Office Box 661, Camden, South Carolina 29020. John C. West, Jr.
is the sole owner of John C. West, Jr., PA and as of November 20, 1996, owned
13,300 shares of Common Stock. John C. West, Jr. is the son of John C. West who
is presently the Chairman of the Company's Board of Directors.
Item 6. Indemnification of Directors and Officers
Chapter 8 of the South Carolina Business Corporation Act (the "South
Carolina Act") allows, in general, for indemnification, in certain circum-
stances, by a corporation of any person threatened with or made a party to any
action, suit or proceeding by reason of the fact that he or she is, or was, a
director, officer, employee or agent of such corporation. Indemnification is
also authorized with respect to a criminal act or proceeding where the person
had no reasonable cause to believe that his or her conduct was unlawful.
The Company's Articles of Incorporation/Bylaws provide for mandatory
indemnification of any individual who is, was or is threatened to be made a
party to a proceeding (including a proceeding by or in the right of the Company)
because such individual is or was a director or officer of the Company or be-
cause such individual is or was serving the Company or other legal entity in
any capacity at the request of the Company while a director or officer of the
Company, against all liabilities and reasonable expenses incurred in the pro-
ceeding, except such liabilities and expenses as are incurred because of such
individual's willful misconduct or knowing violation of the criminal law.
The Company maintains a standard policy of officers' and directors'
liability insurance. The Company is authorized to purchase and maintain
insurance against any liability it may have under the indemnification provision
of the Articles or to protect any of the persons named above against any
liability arising from their service to the Company or any other legal entity at
the request of the Company, regardless of the Company's power to indemnify
against such liability.
Item 8. Exhibits
Exhibit
Number Description
4.1 The Seibels Bruce Group, Inc. 1995 Stock Option Plan
for Employees, incorporated herein by reference to
submission DEF 14-A, filing date May 10, 1996, file
number 000-08804, accession number 0001005150-96-
000127, accepted May 9, 1996.
4.2 Amended and Restated Articles of Incorporation of the
Company, incorporated herein by reference to the Annual
Report on Form 10-K, Exhibit (3)(1)-1, for the year
ended December 31, 1989.
4.3 Bylaws of the Company, incorporated herein by reference
to the Annual Report on Form 10-K, Exhibit (3)(1)-1, for
the year ended December 31, 1989.
5.1 Opinion of John C. West, Jr., PA
24.1 Consent of John C. West, Jr., PA contained in Opinion of
John C. West, Jr., PA
24.2 Consent of Arthur Andersen, LLP
25.1 Power of Attorney(1)
(1) Previously filed
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(a) (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 of 1933;
(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;
(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if 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 Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Commission such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication
of such issue.
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 the
requirements for filing on Form S-8 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
authorized, in the City of Columbia, State of South Carolina, on November 21,
1996.
THE SEIBELS BRUCE GROUP, INC.
By: /s/ John A. Weitzel
---------------------------
John A. Weitzel
Chief Financial Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ John C. West(1)
- - ---------------- Chairman of the Board 11/21/96
John C. West
/s/Ernst N. Csiszar(1) President, Chief Executive
- - ------------------- Officer and Director 11/21/96
Ernst N. Csiszar
/s/John A. Weitzel
- - ------------------
John A. Weitzel Chief Financial Officer 11/21/96
and Director
/s/Mary M. Gardner(1)
- - ------------------ Vice President and
Mary M. Gardner Treasurer 11/21/96
/s/William M. Barilka(1)
- - ---------------------
William M. Barilka Director 11/21/96
/s/Albert H. Cox, Jr.(1)
- - ------------------
Albert H. Cox, Jr. Director 11/21/96
/s/William B. Danzell(1)
- - ---------------------
William B. Danzell Director 11/21/96
/s/Claude E. McCain(1)
- - --------------------
Claude E. McCain Director 11/21/96
/s/Kenneth W. Pavia(1)
- - -------------------
Kenneth W. Pavia Director 11/21/96
/s/John P. Seibels(1)
- - -------------------
John P. Seibels Director 11/21/96
/s/George R.P. Walker, Jr.(1)
- - -------------------------
George R.P. Walker, Jr. Director 11/21/96
(1) By: /s/ John A. Weitzel
--------------------
John A. Weitzel
as attorney-in-fact
Exhibit 5.1
John C. West, Jr., P.A.
Attorney At Law
1111 Broad Street
Post Office Box 661
Camden , SC 29020
November 12, 1996
The Seibels Bruce Group, Inc.
1501 Lady Street
Columbia, South Carolina 29202
RE: Registration Statement for 1996 Stock Option Plan for Employees
Dear Sir:
We refer to your Registration Statement on form S-8, File Number 333-14135,
(the "Registration Statement"), under the Securities Act of 1933, as amended. of
the 1996 Stock Option Plan for Employees (the "1996 Employee Plan"), of The
Seibels Bruce Group, Inc. (the "Company"). We advise you that in our opinion,
under South Carolina law, when such shares have been issued and sold pursuant
to the applicable provisions of the 1996 Employee Plan and in accordance with
the Registration Statement, such shares will be duly authorized, validly issued
fully paid and non-assessable shares of the Company's stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ John C. West, Jr.
- - -----------------------
John C. West, Jr.
Exhibit 24.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated March 29, 1996,
included in The Seibels Bruce Group, Inc.'s Annual Report (Form 10-K/A-1) for
the year ended December 31, 1995 and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Columbia, South Carolina
November 20, 1996