As filed with the Securities and Exchange Commission on October 18, 1996
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
HCC INSURANCE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0336636
(State of Incorporation) (I.R.S. Employer Identification No.)
13403 NORTHWEST FREEWAY, HOUSTON, TEXAS 77040
(Address of principal executive offices) (zip code)
HCC INSURANCE HOLDINGS, INC.
1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
Copies of All Communications to:
Frank J. Bramanti Arthur S. Berner
13403 Northwest Freeway Winstead Sechrest & Minick P.C.
Houston, Texas 77040 910 Travis Street
(713) 462-1000 Houston, Texas 77002
(Name and address and telephone (713) 650-2729
number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities Being Offering Aggregate Registration
Being Registered Registered(1) Price Offering Fee
Per Share(2) Price(2)
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Common Stock, $1.00
par value per share 250,000 Shares $27 1/16 $6,765,625(1) $2,332.97
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(1) Pursuant to Rule 416 under the Securities Act of 1933,
and amended, this registration statement also covers an indeterminate
number of shares as may be required to cover possible
adjustments under the Plan by reason of any stock dividend, stock
split, share combination, exchange of shares, recapitalization,
merger, consolidation, separate reorganization or the like of or by the
Registrant.
(2) Estimated solely for the purposes of calculating the
registration fee pursuant to Rule 457(h), based on the average of the
high and low prices of the Common Stock of the Registrant on the New
York Stock Exchange on October 16, 1996.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information *
ITEM 2. Registrant Information and Employee Plan Annual Information *
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents (as filed with the Securities and Exchange
Commission (the "Commission") by the Registrant) are incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
(b) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996.
(c) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996.
(d) The Registrant's current report on Form 8-K dated
January 8, 1996.
(e) The Registrant's current report on Form 8-K dated
April 19, 1996.
(f) The Registrant's current report on Form 8-K dated
May 24, 1996.
(g) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since December 31, 1995.
(h) The description of the Common Stock contained in the
Registrant's Prospectus filed with the Commission on September 3, 1993 as
part of the Registrant's Registration Statement on Form S-1 (Registration No.
33-67342) and in such Registration Statement.
(i) 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
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the laws of the State of Delaware.
Section 145 of the Delaware General Corporation Law ("Section 145") provides
that a Delaware corporation may indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation),
by reason of the fact that such person is or was an officer, director,
employee or agent of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit
or proceeding, provided that such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the corporation's best
interests and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify any persons who were or are parties, or are
threatened to be made a party, to any threatened, pending or completed action
or suit by or in the right of the corporation by reason of the fact that such
person is or was a director, officer, employee or agent of such corporation,
or enterprise. The indemnity may include expenses (including attorneys'
fees) actually and reasonably incurred by such person or in connection with
the defense or settlement of such action or suit, provided such person acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the corporation's best interest except that no indemnification is
permitted without judicial approval if the officer is adjudged to be liable
to the corporation. Where an officer or director is successful on the merits
or otherwise in the defense of any action referred to above, the corporation
must indemnify him against the expenses which such officer or director has
actually and reasonably incurred.
Article 11 of the Registrant's Certificate of Incorporation, as
amended, requires the Registrant to indemnify the Registrant's directors and
officers to the extent permitted under Section 145.
Article VII of the Registrant's By-laws provides that the Registrant
shall indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending, or completed action, suit, or proceeding
whether civil, criminal, administrative, or investigative (other than an
action by or in the right of the Registrant), by reason of the fact that he
is or was a director or officer of the Registrant, or is or was serving at
the request of the Registrant, as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expense (including attorneys' fees), judgments, fines and amounts paid
2
in settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The determination of
whether an incumbent or former director or officer is entitled to
indemnification because he has met the applicable standards of conduct set
forth above is to be made, unless ordered by a court: (i) by a majority vote
of a quorum consisting of directors who at the time of the vote are not
parties to the proceeding, (ii) if such quorum cannot be obtained, or even if
obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion; or (iii) by a vote of shareholders of the
Registrant. The Registrant's By-laws further provide that the expenses
(including attorneys' fees) incurred in any such action by a director or
officer of the Registrant may be paid or reimbursed by the Registrant in
advance of the final disposition of such action, suit or proceeding upon
receipt of a written undertaking by or on behalf of the director or officer
to repay the amount paid or reimbursed if it is ultimately determined that he
is not entitled to be indemnified by the Registrant as authorized therein.
The Registrant's By-laws also provide that the Registrant may
indemnify to the extent of the provisions set forth therein, other than an
officer or director, who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative, by reason of the
fact that he is or was an employee or agent of the Registrant, or was serving
at the request of the Registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
if such person makes written application for such indemnification to the
Registrant's Board and the Registrant's Board so determines that
indemnification is appropriate and the extent thereof.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
4.1 Restated Certificate of Incorporation of
the Registrant, filed with the Delaware
Secretary of State on July 23, 1996 - filed
herewith.
4.2 By-laws of the Registrant, as amended (filed
as Exhibit 3.4 to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-48737)
and incorporated herein by reference).
4.3 Form of Certificate of Common Stock (filed
as Exhibit 4.1 to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-48737)
and incorporated herein by reference).
3
EXHIBIT NUMBER DESCRIPTION
4.4 HCC Insurance Holdings, Inc. 1996 Nonemployee
Director Stock Option Plan - filed herewith
5 Opinion of Winstead Sechrest & Minick P.C.
as to the legality of the securities being
registered - filed herewith.
23.1 Consent of Coopers & Lybrand, L.L.P., independent
certified public accountants - filed herewith.
23.2 Consent of Winstead Sechrest & Minick P.C.
(included in the opinion filed as Exhibit 5
to this Registration Statement).
24 Powers of Attorney - filed herewith.
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, as amended
(the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement; and
(iii) to include any information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change
to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (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 this
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.
4
(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, 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
this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) 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
foregoing provisions described in Item 6 above, 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 of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer of 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 Securities Act and will be governed by the final adjudication
of such issue.
5
SIGNATURES
Pursuant to the requirements of the Securities Act,
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 Houston, State of Texas, on the 9th day of October, 1996.
HCC INSURANCE HOLDINGS, INC.
/s/ STEPHEN L. WAY *
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By: Stephen L. Way
Chairman of the Board and
Chief Executive Officer
Pursuant to the Securities Act, this Registration Statement has
been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
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/s/ STEPHEN L. WAY* Chairman of the Board October 9, 1996
- ---------------------- and Chief Executive Officer
Stephen L. Way (Principal Executive Officer)
/s/ Stephen J. Lockwood* President and Director October 9, 1996
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Stephen J. Lockwood
/s/ Frank J. Bramanti Executive Vice President, October 9, 1996
- --------------------- Secretary and Chief Financial
Frank J. Bramanti Officer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ James M. Berry* Director October 9, 1996
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James M. Berry
/s/ Patrick B. Collins* Director October 9, 1996
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Patrick B. Collins
6
/s/ J. ROBERT DICKERSON* Director October 9, 1996
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J. Robert Dickerson
/s/ EDWIN H. FRANK III* Director October 9, 1996
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Edwin H. Frank III
/s/ JOHN L. KAVANAUGH* Director October 9, 1996
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John L. Kavanaugh
/s/ WALTER J. LACK* Director October 9, 1996
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Walter J. Lack
/s/ HUGH T. WILSON* Director October 9, 1996
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Hugh T. Wilson
*By:/s/ FRANK J. BRAMANTI October 9, 1996
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Frank J. Bramanti
Attorney-in-Fact
7
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
NUMBER
4.1 Restated Certificate of Incorporation
of the Registrant, filed with
the Delaware Secretary of
State on July 23, 1996 - filed
herewith.
4.2 By-laws of the Registrant, as
amended (filed as Exhibit 3.4
to the Registrant's Registration
Statement on Form S-1 (Registration
No. 33-48737) and incorporated
herein by reference).
4.3 Form of Certificate of Common
Stock (filed as Exhibit 4.1
to the Registrant's Registration
Statement on Form S-1 (Registration
No. 33-48737) and incorporated
herein by reference).
4.4 HCC Insurance Holdings, Inc.
1996 Nonemployee Director
Stock Option Plan - filed herewith.
5 Opinion of Winstead Sechrest
& Minick P.C. as to the legality
of the securities being registered
- filed herewith.
23.1 Consent of Coopers & Lybrand,
L.L.P., independent certified
public accountants - filed
herewith.
23.2 Consent of Winstead Sechrest
& Minick P.C. (included in
the opinion filed as Exhibit 5
to this Registration Statement).
24 Powers of Attorney - filed herewith.
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