As filed with the Securities and Exchange Commission on January ____, 1996
Registration No.:_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HEALTH INSURANCE OF VERMONT, INC.
(Exact name of registrant as specified in its charter)
Vermont 03--211497
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
One Roosevelt Highway
Colchester, Vermont 05446
(Address of principal executive offices)
Health Insurance of Vermont Incentive Stock Option Plan
(Full title of the plan)
David W. Lesperance, Vice President and Treasurer
One Roosevelt Highway
Colchester, Vermont 05446
(802) 655-5500
(Name, address and telephone number of agent for service)
Copies to:
Peter S. Erly, Esq.
Gravel and Shea
P.O. Box 369
Burlington, VT 05402-0369
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
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Common Stock, $3.00 25,840 (1) $15.75 (2) $399,667.50 (2) $137.82
par value
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<F1> (1) The number of shares of common stock, par value $3.00 per share
("Common Stock"), stated above consists of the aggregate number of shares
which have or may be sold upon the exercise of options which have been
granted and/or may hereafter be granted under the Health Insurance of
Vermont, Inc., Incentive Stock Option Plan (the "Plan"). The maximum
number of shares which may be sold upon the exercise of such options
granted under the Plan is subject to adjustment in accordance with certain
anti-dilution and other provisions of the Plan. Accordingly, pursuant to
Rule 416 under the Securities Act of 1933, as amended (the "Securities
Act"), the Registration Statement covers, in addition to the number of
shares stated above, an indeterminate number of shares which may be
subject to grant or otherwise issuable after the operation of any such
anti-dilution and other provisions.
<F2> (2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act as follows: (i) in the case of shares of Common Stock
which may be purchased upon exercise of outstanding options, the fee is
calculated on the basis of the average price ($8.4375) at which the
options may be exercised; and (ii) in the case of shares of Common Stock
for which options have not yet been granted and the option price of which
is therefore unknown, and for shares of Common Stock being registered for
resale and the sale price of which is unknown, the fee is calculated on
the basis of the average of the bid and asked prices per shares of the
Common Stock as of a date (January 12, 1996) within 5 business days prior
to filing this Registration Statement.
This Registration Statement, including exhibits, consists of 12
sequentially number pages. The Index to Exhibits appears on sequentially
numbered page 10.
EXPLANATORY NOTE
Part I. Information Required in the Section 10(A) Prospectus
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The following reoffer prospectus filed as part of this Registration
Statement has been prepared in accordance with the requirements of Part I
of Form S-3 and, pursuant to General Instruction C of Form S-8, and may be
used for reofferings and resales of the shares of common stock of Health
Insurance of Vermont, Inc. (the "Company"), which shares were acquired by
current and certain former employees of the Company under the Plan. The
Company satisfies the registrant requirements for use of Form S-3.
HEALTH INSURANCE OF VERMONT, INC.
22,050 SHARES OF COMMON STOCK
($3.00 PAR VALUE)
This Prospectus relates to 22,050 shares (the "Shares") of common
stock, par value $3.00 per share (the "Common Stock") of the Company which
may be offered from time to time by the current and former employees of
the Company named herein (the "Selling Stockholders"). The Shares were
acquired by the Selling Stockholders from the Company in transactions not
involving a public offering within the meaning of Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to the
Company's Incentive Stock Option Plan (the "Plan"). Certain of the
Selling Stockholders also may be deemed to be affiliates of the Company
(as defined in Rule 405 of the Securities Act). See "Selling
Stockholders." The Company will not receive any proceeds from the sale of
the Shares by the Selling Stockholders.
The Shares may be sold from time to time to purchasers directly by
the Selling Stockholders. Alternatively, the Selling Stockholders may
sell the Shares in one or more sales occurring in the public market, in
separately negotiated transactions, or in a combination of such
transactions; each sale may be made either at market prices prevailing at
the time of such sale or at negotiated prices; some or all of the Shares
may be sold through brokers acting on behalf of each Selling Stockholder
or to dealers for resale by such dealers; and in connection with such
sales, such brokers or dealers may receive compensation in the form of
discounts or commissions from each Selling Stockholder and/or the
purchasers of such Shares for whom they may act as broker or agent (which
discounts or commissions are not anticipated to exceed those customary in
the types of transactions involved). All expenses of registration
incurred in connection with this offering are being borne by the Company,
but all brokerage commissions and other expenses incurred by each Selling
Stockholder will be payable by such Selling Stockholder.
The Selling Stockholders and any dealer participating in the
distribution of any Shares or any broker executing selling orders on
behalf of the Selling Stockholders may be deemed to be "underwriters"
within the meaning of the Securities Act, in which case any profit on the
sale of any or all of the Shares by the Selling Stockholders and any
discounts or commissions received by any such brokers or dealers may be
deemed to be underwriting discounts and commissions under the Securities
Act.
The last reported bid and asked prices of the Common Stock as
reported on January 12, 1996, were $15.00 and $16.50 respectively.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE DATE OF THIS PROSPECTUS IS JANUARY 12, 1996.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE SELLING STOCKHOLDERS. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OT SELL OR
THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information can
be inspected and copied at the public reference facilities maintained by
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the following regional offices of the Commission: Seven
World Trade Center, Suite 1300, New York, New York, 10048; Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois,
60661. Copies of such material can be obtained at prescribed rates by
writing to the Commission, Public Reference Section, 450 Fifth Street,
N.W., Washington, D.C. 20549.
This Prospectus constitutes part of a registration statement filed
by the Company with the Commission under the Securities Act. This
Prospectus omits certain of the information contained in the registration
statement, and reference is hereby made to the registration statement and
to the exhibits relating thereto for further information with respect to
the Company and the Shares offered hereby. Any statements contained
herein concerning the provisions of any document are not necessarily
complete, and, in each instance, reference is made to the copy of such
document as an exhibit to the registration statement or otherwise filed
with the Commission. Each such statement is qualified in its entirety by
such reference.
INFORMATION INCORPORATED BY REFERENCE
The Company hereby incorporates by reference in this Prospectus the
Company's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1994, and its Quarterly Reports on Form 10-QSB for the quarters ended
March 31, 1995, June 30, 1995, and September 30, 1995, which have been
filed with the Commission. All documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering of the Shares
offered hereby shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contain herein or in a document all or a portion
of which is incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus 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 such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON,
INCLUDING BENEFICIAL OWNERS, TO WHOM A COPY OF THIS PROSPECTUS HAS
BEEN DELIVERED, ON THE REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR
ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE
INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO
SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED
BY REFERENCE INTO SUCH DOCUMENTS). REQUESTS FOR SUCH COPIES SHOULD
BE DIRECTED TO THE OFFICE OF TREASURER, HEALTH INSURANCE OF VERMONT,
INC., ONE ROOSEVELT HIGHWAY, COLCHESTER, VT 05446, (802) 655-5500.
THE COMPANY
The Company is engaged in the accident and health insurance business
specializing in disability income insurance, all of which is written on an
individual basis. Its product portfolio includes non-cancellable to age
65 disability income, guaranteed renewable to age 65 disability income,
and accident only disability income insurance written on male and female
lives in most occupational classes.
All of the Company's business is produced by licensed career life,
accident and health, and casualty insurance agents under broker commission
contracts with the Company. These agents usually have broker contracts
with several companies and are compensated by the Company exclusively on a
commission basis.
At December 31, 1995, the Company was licensed to write business in
the District of Columbia and all other states except Alaska, Iowa, New
York and Wisconsin. The Company does not conduct any foreign operations.
The Company was incorporated in 1961 under the laws of the State of
Vermont, and has its executive offices located at One Roosevelt Highway,
Colchester, Vermont 05446, telephone number (802) 655-5500.
THE OFFERING
This Reoffer Prospectus relates to shares of Common Stock which have
been or may be acquired by certain key employees (the "Selling
Stockholders") of the Company, some of whom may be deemed to be
"affiliates" of the Company, pursuant to the exercise of options and other
awards granted to such persons under the Plan. The address of each
Selling Stockholder is c/o Health Insurance of Vermont, One Roosevelt
Highway, Colchester, Vermont 05446.
The following table sets forth certain information with respect to
the Selling Stockholders:
Number of Number of Number of
Shares Shares to be Shares to be
Beneficially Acquired Under Owned After
Registered Position with Owned as of the Plan and Exercises and
Stockholder the Company 12/06/95(1) Offered Hereby(2) Sales
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John W. Mahoney President and Chief 9,530 0 0
Operating Officer
Donald Spooner Former Secretary and 8,530 0 0
Treasurer
Anne B. Mahoney(3) Vice President - 3,500 0 0
Marketing
Natalie Spence Director of Computer 490 0 0
Services
James Foster Vice President - 0 1,000 0
Underwriting and Claims
<F1> (1) Includes, among other things, shares of Common Stock underlying options
and other awards granted to each Selling Stockholder under the Plan
only to the extent that such options and other awards are exercisable
as of January 1, 1996.
<F2> (2) Represents all shares of Common Stock, underlying options and other
awards granted under the Plan to each Selling Stockholder, exercisable
as of January 1, 1996.
<F3> (3) Mr. Mahoney and Mrs. Mahoney are husband and wife.
As of January 1, 1996, John W. Mahoney owned 9,530 shares of Common
Stock which was 1.75% of the Common Stock outstanding as of such date. No
other Selling Stockholder owned more than one percent of the Common Stock
outstanding as of January 1, 1996.
The Company will not receive any of the proceeds from the offering
hereunder.
Item 3. Incorporation of Documents by Reference.
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The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB (the "Form
10-KSB") for the fiscal year ended December 31, 1994, pursuant
to Section 13(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(b) The Registrant's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, 1995; June 30, 1995; and September
30, 1995, pursuant to Section 13(a) of the Exchange Act.
(c) The description of the Registrant's Common Stock contained
in the Registrant's registration statement on Form 8-A filed
with the Commission under Section 12(g) of the Exchange Act,
including any amendment or report 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 Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
registered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by reference herein and to
be a part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
Item 6. Indemnification of Directors and Officers.
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As permitted by Sections 8.50 through 8.58 of the Vermont Business
Corporation Act (the "Act"), Bylaws of the Registrant provide that
(i) the Registrant is required to indemnify its directors and
officers to the full extent permitted by the Act; (ii) the Registrant may,
in its discretion, indemnify other officers, employees and agents as set
forth in the Act; the permissibility of such indemnification is to be
determined by (a) a majority vote of a quorum of disinterested directors,
or (b) by independent legal counsel, upon request of the person seeking
indemnification if a change in control of the Registrant has occurred, or
at the direction of a majority of a quorum of disinterested directors, or
if a quorum of disinterested directors is not obtainable; the Registrant
is required to advance expenses, as incurred, to its directors and
officers to the full extent permitted by the Act in connection with a
proceeding; the rights conferred in the Bylaws are not exclusive; and
the provisions of the Bylaws are deemed to constitute contracts between
the Registrant and the persons to be indemnified.
The indemnification provisions in the Bylaws may be sufficiently
broad to permit indemnification of the Registrant's executive officers and
directors for liabilities arising under the Securities Act.
The Bylaws authorize the Registrant, with approval by the Board, to
purchase director and officer liability insurance. The Registrant has not
purchased such insurance to date.
Item 7. Exemption from Registration Claimed.
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The Shares offered hereby by the Selling Stockholders were issued to
the Selling Stockholders under the Plan, in private placement transactions
"not involving any public offering" within the meaning of Section 4(2) of
the Securities Act of 1993, as amended (the "Securities Act").
Accordingly, the issuance of the Shares to the Selling Stockholders was
exempt from registration under the Securities Act by virtue of the
exemption provided in Section 4(2) thereof.
Item 8. Exhibits.
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4.01 Registrant's Certificate of Incorporation, as amended
(incorporated herein by reference to Exhibit 3.1 to the
Registrant's Form 10-KSB filed with the Securities and Exchange
Commission on March 31, 1995 (the "Form 10-KSB")).
4.02 Registrant's Bylaws, as amended (incorporated herein by
reference to Exhibit 3.2 to the Form 10-KSB).
4.04 Registrant's Incentive Stock Option Plan (incorporated
herein by reference to Exhibit 10.3 to the Form 10-KSB).
5.01 Opinion of Gravel and Shea.
23.01 Consent of Gravel and Shea (included in Exhibit 5.01).
23.02 Consent of Coopers & Lybrand, L.L.P., independent auditors.
24.01 Power of Attorney (see page 8).
Item 9. Undertakings.
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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:
(a) To include any prospectus required by Section 10(a)(3)
of the Securities Act.
(b) 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.
(c) 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 (1)(a) and (1)(b) above 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 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, 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.
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 Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to 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.
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 provisions discussed in Item 6
hereof, 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 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
hereby, 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.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Robert S.W. Leong and John W.
Mahoney, and each of them, his or its true and lawful attorneys-in-fact
and agents with full power of substitution, for him or it and in his or
its name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement on Form S-8, and to file the same with all exhibits thereto and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-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 or it might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agents
or any of them, or his or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
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 Town of Colchester, State of Vermont, on
the 12th day of January, 1996.
HEALTH INSURANCE OF VERMONT, INC.
By: /s/ John W. Mahoney
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 dates indicated.
Signature Title Date
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/s/ Robert S.W. Leong Chairman, Chief Executive December 31, 1995
Robert S.W. Leong Officer and Director
/s/ John W. Mahoney President (Principal December 22, 1995
John W. Mahoney Financial Officer)
/s/ David W. Lesperance Vice President and January 12, 1996
David W. Lesperance Treasurer (Principal
Accounting Officer)
- -------------------------- Director December __, 1995
James L. Fraser
/s/ David W. Menard Director December 19, 1995
David W. Menard
/s/ Robert S. Savage Director December 19, 1995
Robert S. Savage
/s/ Robert J. Kecseg Director December 29, 1995
Robert J. Kecseg
/s/ Alfred J. Beauchamp Director December 20, 1995
Alfred J. Beauchamp
Exhibit Index
Exhibit No. Description Page
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4.01 Registrant's Certificate of Incorporation, as amended
(incorporated herein by reference to Exhibit 3.1 to the
Registrant's Form 10-KSB filed with the Securities and
Exchange Commission on March 31, 1995 (the "Form 10-KSB")).
4.02 Registrant's Bylaws, as amended (incorporated herein by
reference to Exhibit 3.2 of the Form 10-KSB).
4.04 Registrant's Incentive Stock Option Plan (incorporated
herein by reference to Exhibit 10.3 of the Form 10-KSB).
5.01 Opinion of Gravel and Shea. 12
23.01 Consent of Gravel and Shea (included in Exhibit 5.01).
23.02 Consent of Coopers & Lybrand, L.L.P., independent auditors. 11
24.01 Power of Attorney (see page 8).