As filed with the Securities and Exchange Commission on ______________, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
AMBAC FINANCIAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3621676
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One State Street Plaza
New York, New York 10004
(Address of Principal Executive Offices)
Ambac Financial Group, Inc. 1997 Equity Plan
Ambac Financial Group, Inc. 1997 Non-Employee Directors Equity Plan
Ambac Financial Group, Inc. Savings Incentive Plan
(Full title of the plan)
----------
Richard B. Gross, Esq.
Senior Vice President, General Counsel and Secretary
Ambac Financial Group, Inc.
One State Street Plaza
New York, New York 10004
(Name and address of agent for service)
(212) 208-3354
(Telephone number, including area code, of agent for service)
----------
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share(*) Offering Price Fee(*)
- --------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share** 5,500,000 $55.71875 $306,453,125 $90,404
Common Stock, par value $0.01 per share*** 140,000 $55.71875 $ 7,800,625 $ 2,302
Common Stock, par value $0.01 per share**** 100,000 $55.71875 $ 5,571,875 $ 1,644
==========================================================================================================================
<FN>
* Pursuant to Rule 457(c) under the Securities Act of 1933, the maximum
offering price per share and the registration fee relating to the Common
Stock, par value $0.01 per share ("Common Stock") of Ambac Financial Group,
Inc. ("Ambac"), being registered are based on the average of the high and
low prices of the Common Stock on the New York Stock Exchange composite
tape on May 11, 1998 and are utilized solely for the purpose of
calculating the registration fee.
** Shares available under the Ambac Financial Group, Inc. 1997 Equity Plan, as
amended (the "Equity Plan"). In addition, this registration statement
covers 871,693 shares of the Common Stock that were carried forward to the
Equity Plan from Ambac's 1991 Stock Incentive Plan, as amended (the "1991
Plan") and as to which Ambac paid a registration fee of $5,584 upon
filing of its registration statement on Form S-8, No. 33-63134 (filed May
21, 1993) relating to the 1991 Plan.
*** Shares available under the Ambac Financial Group, Inc. 1997 Non-Employee
Directors Equity Plan, as amended (the "Directors Plan"). In addition, this
registration statement covers 19,642 shares of Common Stock that were
carried forward to the Directors Plan from Ambac's 1991 Non-Employee
Directors Stock Plan, as amended (the "1991 Directors Plan") and as to
which Ambac paid a registration fee of $107 upon filing of its registration
statement on Form S-8, No. 33-47971 (filed May 18, 1992) relating to the
1991 Directors Plan.
**** Shares available under the Ambac Financial Group, Inc. Savings Incentive
Plan, as amended. In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this Registration Statement covers an indeterminate amount of
interests to be offered or sold pursuant to the Ambac Financial Group, Inc.
Savings Incentive Plan.
</FN>
Page 1 of
Exhibit Index appears on Page 10
2
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
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and 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 filed with the Securities and Exchange
Commission (the "Commission") by Ambac are incorporated by reference in this
Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(b) Current Reports on Form 8-K dated February 7, 1998
and March 27, 1998.
(c) (i) The description of Ambac's Common Stock set forth
in Ambac's registration statement on Form 8-A as
filed with the Commission on June 12, 1991, including
amendments thereto (as so amended, the "Form 8-A")
under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and (ii) the description of the
Common Stock set forth under the heading "Description
of Capital Stock" in Ambac's registration statement
on Form S-1 (Registration No. 33-40306) filed
pursuant to the Securities Act, and having an
effective date of July 11, 1991, including
amendments thereto, which description is incorporated
by reference in the Form 8-A.
All documents subsequently filed by Ambac pursuant to Section
13(a) and (c) of the Exchange Act, and any definitive proxy or information
statements filed pursuant to Section 14 of the Exchange Act in connection with
any subsequent stockholders' meeting and any reports filed pursuant to Section
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 that have not been sold, will be deemed to be incorporated by
reference into this Registration Statement and to be a 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.
As authorized by Section 145 of the General Corporation Law of
Delaware, each director and officer of Ambac may be indemnified by Ambac against
expenses (including attorneys' fees, judgments, fines and amounts paid in
settlement) actually and reasonably incurred by such director or officer in
connection with the defense or settlement of any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, in which he is involved by reason of the fact that he is or was a
director or officer of Ambac if he acted in good faith and in a manner that he
reasonably believed to be in or not opposed to the best interests of Ambac,
and, with respect to any criminal action or proceeding, if he had no reasonable
cause to believe that his conduct was unlawful. In addition, Article VII of the
Amended and Restated Certificate of Incorporation of Ambac and Article IX of its
Bylaws authorize Ambac to indemnify any person entitled to be indemnified under
law. If the legal proceeding, however, is by or in the right of Ambac, the
director or officer may not be indemnified in respect of any claim, issue or
matter as to which he shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to Ambac unless a court determines
otherwise.
In addition, Ambac maintains a Directors' and Officers'
liability insurance policy.
Article VI of the Amended and Restated Certificate of
Incorporation of Ambac provides that, to the fullest extent permitted by law, no
director of Ambac will be personally liable for monetary damages to Ambac or its
stockholders for any breach of fiduciary duty as a director.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
4.1 Ambac Financial Group, Inc. 1997 Equity Plan, as
amended through October 28, 1997. (Filed as Exhibit
10.03 to Ambac's Annual Report on Form 10-K for the
year ended December 31, 1997 and incorporated herein
by reference.)
4.2 Ambac Financial Group, Inc. 1997 Non-Employee
Directors Equity Plan, as amended through April 29,
1998.
4.3 Amended and Restated Certificate of Incorporation of
Ambac filed with the Secretary of State of the State
of Delaware on July 11, 1997. (Filed as Exhibit 4.05
to Ambac's Quarterly Report on Form 10-Q for the
period ended September 30, 1997 and incorporated
herein by reference.)
4.4 Bylaws of Ambac, as amended through January 28, 1998.
(Filed as Exhibit 3.02 to Ambac's Annual Report on
Form 10-K for the year ended December 31, 1997 and
incorporated herein by reference.)
5.1 Opinion of Shearman & Sterling re legality of Common
Stock being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Shearman & Sterling (included in Exhibit
5.1).
In addition, Ambac undertakes that it will submit the Ambac
Financial Group, Inc. Savings Incentive Plan and any amendments thereto to the
Internal Revenue Service in a timely manner and will make all changes required
by the Internal Revenue Service in order to qualify such Plan under Section 401
of the Internal Revenue Code.
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;
(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;
(ii) 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 the undertakings set forth in
paragraphs (i) and (ii) 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 Ambac
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; and
(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 further undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of Ambac's annual report pursuant to Section
13(a) or 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of Ambac pursuant to the foregoing
provisions, or otherwise, Ambac 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 Ambac of expenses incurred or paid by a director,
officer or controlling person of Ambac 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, Ambac 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, Ambac Financial Group, Inc. 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 New York, State of New
York, on the ___ day of May, 1998.
Ambac Financial Group, Inc.
By: /s/ Richard B. Gross
--------------------------------
Richard B. Gross
Senior Vice President,
General Counsel and Secretary
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature to this Registration Statement appears below hereby constitutes and
appoints each of Phillip B. Lassiter, Frank J. Bivona and Richard B. Gross as
such person's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments to
the Registration Statement, including post-effective amendments, and
registration statements fled pursuant to Rule 462 under the Securities Act of
1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commissions, and does
hereby grant unto each said attorney-in-fact and agent 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 such
person might or could do in person, hereby ratifying and confirming all that
each said attorney-in-fact and agent, or any substitute therefor, 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 below by the following persons in
the capacities indicated on the ___ day of May, 1998.
Signature Title
- --------- -----
/s/ Phillip B. Lassiter
- ----------------------- Chairman, President and Chief Executive Officer
Phillip B. Lassiter and Director (Principal Executive Officer)
/s/ Frank J. Bivona Executive Vice President, Chief Financial Officer
- ----------------------- and Treasurer (Principal Financial and
Frank J. Bivona Accounting Officer)
Signature Title
- --------- -----
- -----------------------
Michael A. Callen Director
/s/ Renso L. Caporali
- -----------------------
Renso L. Caporali Director
/s/ Richard Dulude
- -----------------------
Richard Dulude Director
/s/ W. Grant Gregory
- -----------------------
W. Grant Gregory Director
/s/ C. Roderick O'Neil
- -----------------------
C. Roderick O'Neil Director
Ambac Financial Group, Inc. Savings Incentive Plan. Pursuant
to the requirements of the Securities Act of 1933, the trustee (or other persons
who administer the employee benefit plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the _____ day of May,
1998.
Ambac Financial Group, Inc. Savings Incentive Plan
By: /s/ Gregg L. Bienstock
----------------------------------------
Gregg L. Bienstock
Chairman, Plan Administrative Committee
Exhibit Index
Exhibit No. Description of Document Page
4.1 Ambac Financial Group, Inc. 1997 Equity Plan, as
amended through October 28, 1997. (Filed as Exhibit
10.03 to Ambac's Annual Report on Form 10-K for the
year ended December 31, 1997 and incorporated herein
by reference.)
4.2 Ambac Financial Group, Inc. 1997 Non-Employee
Directors Equity Plan, as amended through April 29,
1998.
4.3 Amended and Restated Certificate of Incorporation of
Ambac filed with the Secretary of State of the State
of Delaware on July 11, 1997. (Filed as Exhibit 4.05
to Ambac's Quarterly Report on Form 10-Q for the
period ended September 30, 1997 and incorporated
herein by reference.)
4.4 Bylaws of Ambac, as amended through January 28,
1998. (Filed as Exhibit 3.02 to Ambac's Annual
Report on Form 10-K for the year ended December 31,
1997 and incorporated herein by reference.)
5.1 Opinion of Shearman & Sterling re legality of common
stock being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Shearman & Sterling (included in Exhibit
5.1).