As filed with the Securities and Exchange Commission on _________, 1999,
Registration No. 333-___________
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)
J.E. STONE & ASSOCIATES, INC.
EMPLOYEE SAVINGS AND PROFIT SHARING PLAN
(Full title of the plan)
Copies of All Communications to:
CHRISTOPHER L. MARTIN, ESQ. ARTHUR S. BERNER, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL WINSTEAD SECHREST & MINICK P.C.
13403 NORTHWEST FREEWAY 910 TRAVIS STREET, SUITE 2400
HOUSTON, TEXAS 77040 HOUSTON, TEXAS 77002
(713) 462-1000 (713) 650-2729
(Name and address and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities Being Offering Price Aggregate Registration
Being Registered Registered(1) Per Share(2) Offering Price(2) Fee(3)
- -------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00
par value per share 400,000 $9.49 $3,796,000.00 $1,055.29
- -------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, (the
"Securities Act") 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. In addition, pursuant to Rule 416(c) of the Securities Act,
the registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Plan described herein.
(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 21, 1999.
(3) Pursuant to Rule 457(h)(2) of the Securities Act, no separate fee is
required with respect to the plan interests being registered herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information *
ITEM 2. Registrant Information and Employee Plan Annual Information *
- ----------
* 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")) 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, 1998.
(b) The Plan's Annual Report on Form 11-K for the fiscal
year ended December 31, 1998 being filed concurrently herewith.
(c) 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, 1998.
(d) 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).
(e) All documents subsequently filed by the Registrant or
the Plan 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 General Corporation Law of the State of Delaware
("Section 145") provides that a Delaware corporation may 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, 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, partnership, joint venture, trust or
enterprise, including an employee benefit plan. 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,
except that no indemnification shall be made in connection with any action or
suit by or in the right of the corporation to procure a judgment in its favor
in respect of any claim, issue, or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses that such court
deems proper. The termination of any action, suit, or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
Section 145 also provides that to the extent that a director,
officer, employee or agent of the corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to
above, or in defense of any claim, issue or matter therein, the corporation
must indemnify him against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
Section 145 further provides that any indemnification (unless
ordered by a court) must be made only as authorized in the specific case upon
a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable
standard of conduct set forth above. Such determination must be made (i) by a
majority vote of the directors who were not parties to such action, suit or
proceeding, even though less than a quorum, or (ii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (iii) by the stockholders.
Section 145 also provides that expenses (including attorneys' fees)
incurred by an officer or director in defending or settling any civil,
criminal, administrative or investigative action, suit or proceeding may be
paid by the corporation in advance of the final disposition of such action,
suit or proceeding, upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it is ultimately determined that
he is not entitled to be indemnified by the corporation.
Section 145 further provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145
shall not exclude any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office.
Article IX of the Registrant's Certificate of Incorporation, as
amended and restated, requires the Registrant to indemnify the Registrant's
directors and officers to the extent permitted under Section 145.
Article VIII of the Registrant's Bylaws also 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, 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, in accordance with provisions corresponding to Section
145. However, such Article requires that the determination of whether a
person is entitled to indemnification 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
the stockholders of the Registrant. Further, the Registrant's Bylaws provide
that any person, 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, and who desires indemnification
shall make written application for such indemnification to the Board of
Directors for its determination that indemnification is appropriate, and if
so, to what extent.
Section 145 further provides that a corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the corporation would
have the authority to indemnify him against such liability and expenses under
the provisions described in the preceding paragraphs. The Registrant
maintains liability insurance covering its directors and officers.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware permits a Delaware corporation to include a provision in its
Certificate of Incorporation eliminating or limiting the personal liability
of a director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) pursuant to Section 174 of the General
Corporation Law of the State of Delaware (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions), or (iv) for any transaction from which the director derived an
improper personal benefit. Article X of the Registrant's Certificate of
Incorporation eliminates liability of directors of the Registrant to the
Registrant or its shareholders for monetary damages for breach of fiduciary
duty to the extent permitted by Section 102(b)(7) of the General Corporation
Law of the State of Delaware.
The foregoing discussion is qualified in its entirety by reference
to the General Corporation Law of the State of Delaware and the Registrant's
Certificate of Incorporation and Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
23.1 Consent of PricewaterhouseCoopers LLP, independent
certified public accountants - filed herewith.
23.2 Consent of KPMG LLP, independent certified public
accountants - filed herewith.
24 Powers of Attorney - filed herewith.
The undersigned Registrant hereby undertakes that it has submitted
the J.E. Stone & Associates, Inc. Employee Savings and Profit Sharing Plan
and any amendment thereto to the Internal Revenue Service ("IRS") in a timely
manner and will make all changes required by the IRS in order to qualify the
J.E. Stone & Associates, Inc. Employee Savings and Profit Sharing Plan under
Section 401 of the Internal Revenue Code of 1986, as amended.
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;
(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.
(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
Securities and Exchange 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 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
THE REGISTRANT. 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 October 27, 1999.
HCC INSURANCE HOLDINGS, INC.
/s/ STEPHEN L. WAY *
------------------------------------
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
/s/ STEPHEN L. WAY* Chairman of the Board and October 27, 1999
- ------------------ Chief Executive Officer
Stephen L. Way (Principal Executive Officer)
/s/ JAMES M. BERRY* Director October 27, 1999
- ------------------
James M. Berry
/s/ FRANK J. BRAMANTI* Executive Vice President and Director October 27, 1999
- ---------------------
Frank J. Bramanti
/s/ MARVIN P. BUSH* Director October 27, 1999
- ------------------
Marvin P. Bush
/s/ PATRICK B. COLLINS* Director October 27, 1999
- ----------------------
Patrick B. Collins
/s/ JAMES R. CRANE* Director October 27, 1999
- ------------------
James R. Crane
/s/ J. ROBERT DICKERSON* Director October 27, 1999
- -----------------------
J. Robert Dickerson
/s/ EDWARD H. ELLIS, JR.* Senior Vice President and Chief Financial October 27, 1999
- ------------------------ Officer (Chief Accounting Officer)
Edward H. Ellis, Jr.
/s/ EDWIN H. FRANK, III* Director October 27, 1999
- ----------------------
Edwin H. Frank, III
/s/ ALLAN W. FULKERSON* Director October 27, 1999
- ----------------------
Allan W. Fulkerson
/s/ WALTER J. LACK* Director October 27, 1999
- ------------------
Walter J. Lack
/s/ STEPHEN J. LOCKWOOD* Director and Vice Chairman October 27, 1999
- -----------------------
Stephen J. Lockwood
/s/ JOHN N. MOLBECK, JR. President and Director October 27, 1999
- ------------------------
John N. Molbeck, Jr.
*By:/s/ JOHN N. MOLBECK, Jr.
-------------------------
John N. Molbeck, Jr.
Attorney-in-Fact
THE PLAN. Pursuant to the requirements of the Securities Act, the
trustees (or other persons who administer the employee plan) have 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 October
27, 1999.
J.E. STONE & ASSOCIATES, INC. EMPLOYEE
SAVINGS AND PROFIT SHARING PLAN
By: HCC Employee Benefits, Inc.,
Adminstrator
By: /s/ JOHN N. MOLBECK, Jr.
-----------------------------
Name: John N. Molbeck, Jr.
---------------------------
Title: Executive Vice President
--------------------------