Registration No. 333-_____
As filed with the Securities and Exchange Commission on June 27, 2002
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN MEDICAL SECURITY GROUP, INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1431799
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3100 AMS Boulevard
Green Bay, Wisconsin 54313
(Address of Principal Executive Offices) (Zip Code)
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AMERICAN MEDICAL SECURITY GROUP, INC.
EQUITY INCENTIVE PLAN
(Full title of the plan)
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TIMOTHY J. MOORE COPY TO:
Senior Vice President of Corporate Affairs, General BRUCE C. DAVIDSON
Counsel and Secretary Quarles & Brady LLP
American Medical Security Group, Inc. 411 East Wisconsin Avenue
3100 AMS Boulevard Milwaukee, Wisconsin 53202
Green Bay, Wisconsin 54313
(Name and address of agent for service)
(414) 661-1111
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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Common Stock, no 1,250,000 shares (2) $14,232,504 (2) $1,309.40
par value, with (1) and rights
attached Preferred
Share Purchase
Rights
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(1) The Equity Incentive Plan, as amended (the "Plan"), provides for
adjustment of the number of shares issuable thereunder in the event of
stock splits, stock dividends or other changes affecting the
Registrant's Common Stock. This Registration Statement therefore covers,
in addition to the above stated 1,250,000 shares which were added to the
Plan by an amendment approved by the shareholders on May 27, 1998, an
indeterminate number of shares that may become subject to the Plan by
means of any such adjustment. Shares covered by the Plan may be issued
pursuant to the terms of stock options, stock appreciation rights,
restricted stock, performance units or performance shares granted
pursuant to the Plan. Subject to adjustment as referred to above, a
total of 4,000,000 shares have been reserved for issuance pursuant to
the Plan. As described below, 2,750,000 of such shares were registered
by earlier registration statements. Each share of Common Stock will have
attached thereto one Preferred Share Purchase Right issued pursuant to
the Registrant's shareholder Rights Agreement (subject to adjustment
under the terms of the Rights Agreement).
(2) Pursuant to Rule 457(h), estimated solely for the purpose of calculating
the registration fee, at the statutory rate of $92.00 per million of the
aggregate offering price, based upon the actual exercise prices of the
options already granted under the Plan and $22.565 per share for the
remaining ungranted shares, which is the average of the high and low
sales prices of the Registrant's Common Stock on the New York Stock
Exchange on June 24, 2002, as shown in the following table:
NUMBER OF SHARES DATE OF GRANT OFFERING PRICE AGGREGATE OFFERING PRICE
351,703 11/17/2000 $5.1875 $1,824,459.31
5,000 11/29/2000 5.3750 26,875.00
5,000 1/9/2001 6.1875 30,937.50
15,000 3/1/2001 6.4000 96,000.00
401,000 11/29/2001 10.2000 4,090,200.00
75,000 1/2/2002 11.9500 896,250.00
160,000 1/10/2002 12.2500 1,960,000.00
5,000 2/21/2002 13.2000 66,000.00
232,297 Not yet granted 22.5650 5,241,781.81
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1,250,000 $14,232,503.62
In accordance with the terms of the Plan, the actual offering price of
each share of the Registrant's Common Stock covered by an option granted
under the Plan is determined by the Compensation Committee, but may not
be less than 100% of the Fair Market Value of such stock on the date the
option is granted. No separate consideration will be received for the
Rights, which initially will trade together with the Common Stock.
* * * * *
This Registration Statement registers additional securities relating to
the employee benefit plan described herein, for which an earlier registration
statement on Form S-8 (Registration No. 33-81006) filed on June 30, 1994,
registering 600,000 shares, and an earlier registration statement on Form S-8
(Registration No. 333-21857) filed on February 14, 1997, registering 2,150,000
shares, are and shall remain effective until all of the respective shares
registered thereby are sold. For this Registration Statement, the Registrant has
elected not to rely upon General Instruction E to Form S-8 which permits the
filing of an abbreviated registration statement for the registration of
additional securities for an employee benefit plan for which an earlier S-8
registration is effective. Instead, this Registration Statement responds to all
applicable items of Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be sent
or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by American Medical Security Group, Inc.
(f/k/a United Wisconsin Services, Inc.) (the "Registrant") (Commission File
No. 1-13154) with the Securities and Exchange Commission (the "Commission")
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), are incorporated herein by reference:
o Annual Report on Form 10-K for the year ended December 31, 2001
(including the information incorporated by reference in the Form 10-K
from the proxy statement for the 2002 annual meeting of shareholders
filed on April 22, 2002).
o Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.
o Current Reports on Form 8-K filed February 5, March 20, March 26,
April 26, June 19 and June 27, 2002.
o The description of the Common Stock incorporated by reference in the
Registrant's Registration Statement on Form 8-A dated June 13, 1994,
as updated by the description contained in the Registrant's Current
Report on Form 8-K filed on June 27, 2002, and any amendment or report
filed for the purpose of further updating that description.
o The description of the Preferred Share Purchase Rights issued pursuant
to the Registrant's shareholder Rights Agreement contained in the
Registrant's Registration Statement on Form 8-A dated August 14, 2001,
as updated by the description contained in the Registrant's Current
Report on Form 8-K filed on June 27, 2002, and any amendment or report
filed for the purpose of further updating that description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment 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 herein and to be a part hereof from the
date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. See fourth and fifth bullet points in Item 3 above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the Wisconsin Business Corporation
Law ("WBCL"). Under Section 180.0851(1) of the WBCL, the Registrant is required
to indemnify a director or officer, to the extent such person is successful on
the merits or otherwise in the defense of a proceeding, for all reasonable
expenses incurred in the proceeding if such person was a party because he or she
was a director or officer of the Registrant. In all other cases, the Registrant
is required by Section 180.0851(2) of the WBCL to indemnify a director or
officer against liability incurred in a proceeding to which such person was a
party because he or she was an officer or director of the Registrant, unless it
is determined that he or she breached or failed to perform a duty owed to the
Registrant and the breach or failure to perform constitutes: (i) a willful
failure to deal fairly with the Registrant or its shareholders in connection
with a matter in which the director or officer has a material conflict of
interest; (ii) a violation of criminal law, unless the director or officer had
reasonable cause to believe his or her conduct was lawful or no reasonable cause
to believe his or her conduct was unlawful; (iii) a transaction from which the
director or officer derived an improper personal profit; or (iv) willful
misconduct. Section 180.0858(1) of the WBCL provides that, subject to certain
limitations, the mandatory indemnification provisions do not preclude any
additional right to indemnification or allowance of expenses that a director or
officer may have under the Registrant's articles of incorporation, bylaws, a
written agreement or a resolution of the Board of Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection with a
proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above.
Under Section 180.0833 of the WBCL, directors of the Registrant against
whom claims are asserted with respect to the declaration of an improper dividend
or other distribution to shareholders to which they assented are entitled to
contribution from other directors who assented to such distribution and from
shareholders who knowingly accepted the improper distribution, as provided
therein.
Article VII of the Registrant's Bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL. Directors and
officers of the Registrant are also covered by directors' and officers'
liability insurance under which they are insured (subject to certain exceptions
and limitations specified in the policy) against expenses and liabilities
arising out of proceedings to which they are parties by reason of being or
having been directors or officers.
Article 16 of the Plan provides indemnification rights to members of the
Board of Directors of the Company and the Compensation Committee of the Board of
Directors with respect to liability or expenses imposed or incurred in
connection with claims or proceedings involving actions taken or failures to act
under the Plan.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index following the Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
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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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end 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% change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective 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) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant with the Commission pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 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) The undersigned Registrant hereby undertakes 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
Securities Exchange Act of 1934 (and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities 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.
. . .
(h) Reference is made to the indemnification provisions described in Item 6
of this Registration Statement.
3
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 Securities and Exchange
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.
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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 Green Bay, State of Wisconsin, on June 27, 2002.
AMERICAN MEDICAL SECURITY GROUP, INC.
By: /S/ SAMUEL V. MILLER
Samuel V. Miller,
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Samuel V. Miller, Gary D. Guengerich and Timothy
J. Moore, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and any other regulatory
authority, granting unto said attorneys-in-fact and agents, 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 purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitutes, 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
/S/ SAMUEL V. MILLER Chairman of the Board, President and
Samuel V. Miller Chief Executive Officer; Director
(Principal Executive Officer)
/S/ GARY D. GUENGERICH Executive Vice President and Chief
Gary D. Guengerich Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
/S/ ROGER H. BALLOU Director
Roger H. Ballou
/S/ W. FRANCIS BRENNAN Director
W. Francis Brennan
/S/ MARK A. BRODHAGEN Director
Mark A. Brodhagen
/S/ KENNETH L. EVASON Director
Kenneth L. Evason
/S/ JAMES C. HICKMAN Director
James C. Hickman
S-1
/S/ WILLIAM R. JOHNSON Director
William R. Johnson
/S/ EUGENE A. MENDEN Director
Eugene A. Menden
/S/ EDWARD L. MEYER, JR. Director
Edward L. Meyer, Jr.
/S/ MICHAEL T. RIORDAN Director
Michael T. Riordan
/S/ H.T. RICHARD SCHREYER Director
H.T. Richard Schreyer
/S/ FRANK L. SKILLERN Director
Frank L. Skillern
/S/ J. GUS SWOBODA Director
J. Gus Swoboda
*Each of the above signatures is affixed as of June 27, 2002.
S-2
AMERICAN MEDICAL SECURITY GROUP, INC.
(THE "REGISTRANT")
(COMMISSION FILE NO. 1-13154)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
4.1 Restated Articles of Exhibit 3.1 to the
Incorporation of Registrant's Form 10-K
Registrant dated as for the year ended
February 17, 1999 December 31, 1998
4.2 Articles of Amendment Exhibit 3 to the Registrant's
to Restated Articles of Form 10-Q for the quarter
Incorporation with ended June 30, 2001.
Respect to Designation,
Preferences, Limitations
and Relative Rights of
Series B Junior Cumulative
Preferred Stock
4.3 Bylaws of Registrant as Exhibit 3.2 to the Registrant's
amended and restated Form 10-K for the year ended
November 17, 1999 December 31, 1999
4.4(a) Rights Agreement, dated Exhibit 1 to the Registrant's
as of August 9, 2001, Registration Statement on
between the Registrant Form 8-A filed August 14, 2001
and Firstar Bank, N.A., and Exhibit 4 to the Registrant's
as Rights Agent (the Current Report on Form 8-K
"Rights Agreement"), dated August 9, 2001, and filed
including the form of on August 14, 2001
Rights Certificate
attached as Exhibit B
thereto
4.4(b) Amendment dated as of Exhibit 4.1 to the Registrant's
February 1, 2002 to the Form 8-K dated February 1, 2002
Rights Agreement (the "2/1/02 8-K")
4.4(c) Appointment and Exhibit 4.2 to the 2/1/02 8-K
Assumption Agreement
dated December 17, 2001,
between the Registrant
and Firstar Bank, N.A.,
appointing LaSalle Bank,
N.A. as Rights Agent for
the Rights Agreement
4.4(d) Amendment to Rights Exhibit 4.4(d) to the
Agreement dated as of Registrant's Form 8-K dated
June 4, 2002 June 4, 2002
5 Opinion of Quarles &
Brady LLP X
23.1 Consent of Ernst & Young
LLP X
E-1
23.2 Consent of Quarles & Brady
LLP Contained in
Exhibit 5
24 Power of Attorney Contained in
Signatures
page to this
Registration
Statement
99 Registrant's Equity Exhibit 10.1 to the
Incentive Plan as amended Registrant's Form 10-K
and Restated November for the year ended
29, 2001 December 31, 2001
E-2