AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 1996
REGISTRATION NO. 333-15457
SECURITIES AND EXCHANGE COMMISSION
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 of (IRS employer identification number)
incorporation or organization)
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.
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
Priscilla 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, LLP
PO Box 661 The Army and Navy Club Building
1111 Broad Street 1627 Eye Street, NW
Camden, SC 29020 Washington, DC 20006-4007
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 be offering price aggregate offering registration
be registered registered per unit(1) price (1) fee
- ------------- ----------- ----------------- ------------------ -------------
Common Stock, 1,000,000 $2.375 $2,375,000 $719.70
$1.00 par value
(1)Estimated solely 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's1995 Stock
Option Plan for Non-Employee Directors (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
circumstances, 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. Indemnif-
ication 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 because 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 proceeding, 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 Non-Employee Directors, 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
(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 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/ Ernst N. Csiszar
- ------------------- President, Chief Executive November 21, 1996
(Ernst N. Csiszar) Officer and Director
/s/ John A. Weitzel
- ---------------- Chief Financial Officer
(John A. Weitzel) and Director November 21, 1996
/s/ Mary M. Gardner1
- -------------------- Controller (Principal
(Mary M. Gardner) Accounting Officer) November 21, 1996
/s/ Priscilla C. Brooks1
- ------------------------ Corporate Secretary November 21, 1996
(Priscilla C. Brooks)
/s/ John C. West1 Chairman of the Board
- ------------------ and Director November 21, 1996
(John C. West)
/s/ William M. Barilka1
- ----------------------- Director November 21, 1996
(William M. Barilka)
/s/ Albert H. Cox, Jr.1
- ----------------------- Director November 21, 1996
(Albert H. Cox, Jr.)
/s/ William B. Danzell1
- ----------------------- Director November 21, 1996
(William B. Danzell)
/s/ Claude E. McCain1
- --------------------- Director November 21, 1996
(Claude E. McCain)
/s/ Kenneth W. Pavia1
- --------------------- Director November 21, 1996
(Kenneth W. Pavia)
/s/ John P. Seibels1
- -------------------- Director November 21, 1996
(John P. Seibels)
/s/ George R.P. Walker, Jr.1
- ---------------------------- Director November 21, 1996
(George R.P. Walker, Jr.)
(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 1995 Stock Option Plan for Non-Employee
Directors
Dear Sir:
We refer to your Registration Statement on form S-8, File Number 333-
15457, (the "Registration Statement"), under the Securities Act of 1933, as
amended. of the 1995 Stock Option Plan for Non-Employee Directors (the
"1995 Directors 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 1995
Directors Plan and in accordance with the Registration Statemdnt, such shares
will be duly authorized, validly isssued, 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