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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAPITAL HOLDINGS, INC.
(Exact Name of Registrant as specified in its Charter)
OHIO 34-1588902
(State of Incorporation) (IRS Employer Identification No.)
5520 MONROE STREET
SYLVANIA, OHIO 43560
(Address of principal executive offices, including zip code)
CAPITAL HOLDINGS, INC. STOCK OPTION PLAN
(Full Title of the Plan)
MR. JOHN S. SZUCH
CHAIRMAN AND CEO
CAPITAL HOLDINGS, INC.
5520 MONROE STREET
SYLVANIA, OHIO 43560
(419) 885-7379
(Name , address and telephone number of agent for service)
COPIES TO:
EDWIN L. HERBERT, ESQ.
WERNER & BLANK CO., L.P.A.
7205 WEST CENTRAL AVENUE
TOLEDO, OHIO 43617
(419) 841-8051
CALCUATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) per Share(2) Price(2) Fee
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Common Stock, no par value 86,541 $11.00 $951,951.00 $265.00
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares of common stock, no par value ("Common
Stock"), of Capital Holdings, Inc. (the "Company" or "Registrant") registered
hereby as a result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933,
("Securities Act"), based upon the price at which options awarded under the
Capital Holdings, Inc. Stock Option Plan may be exercised.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
(b) All reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), since
the end of the fiscal year covered by the Form 10-K referred to in clause (a)
above.
(c) The description of the Common Stock of the Company contained
in the Company's registration statement on Form 8-A filed on April 30, 1993.
(d) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1701.13(E) of the Ohio Revised Code provides that a corporation
may indemnify or agree to 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 corporation, by reason of the
fact that he 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, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, judgments, fines, and amounts paid 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
corporation, and, with respect to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was unlawful.
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The termination of any action, suit, or proceeding by judgment, order,
settlement, or 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 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, that he had reasonable cause to believe that his conduct was
unlawful. Section 1701.13(E)(2) further specifies that a corporation may
indemnify or agree to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending, or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor, by reason of the fact that he 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, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, 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 corporation, except that no indemnification shall be made
in respect of (a) any claim, issue, or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless, and only to the extent, that the court of
common pleas or the court in which such action or suit was brought determines,
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 as the court of common pleas or such other court
shall deem proper, and (b) any action or suit in which the only liability
asserted against a director is pursuant to Section 1701.95 of the Ohio Revised
Code concerning unlawful loans, dividends and distribution of assets.
In addition, Section 1701.13(E) requires a corporation to pay any
expenses, including attorney's fees, of a director in defending an action, suit,
or proceeding referred to above as they are incurred, in advance of the final
disposition of the action, suit, or proceeding, upon receipt of an undertaking
by or on behalf of the director in which he agrees to both (1) repay such amount
if it is proved by clear and convincing evidence that his action or failure to
act involved an act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless disregard for the best
interests of the corporation and (2) reasonably cooperate with the corporation
concerning the action, suit, or proceeding. The indemnification provided by
Section 1701.13(E) shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under the articles of
incorporation or code of regulations of Registrant.
The Articles of Incorporation of Registrant provide that it has the
power to indemnify each director and each officer of Registrant, and each person
employed by it who serves at its written request as a director, trustee,
officer, employee or agent of another corporation, domestic or foreign,
nonprofit or for profit, to the full extent permitted by Ohio law. The
Registrant's Articles of Incorporation provide that it shall indemnify its
directors for monetary damages resulting from breach of a fiduciary duty as
director, with the exception of liability for breach of the duty of loyalty,
acts or omissions not in good faith or involving intentional misconduct or
knowing violations of law, illegal payment of dividends, or transactions
involving an improper personal benefit.
Registrant carries directors' and officers' liability insurance
coverage which insures its directors and officers and the directors and officers
of its subsidiaries in certain circumstances.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:
Number Exhibit
4.1* Articles of Incorporation of Capital Holdings, Inc.
4.2** Amendment to Articles of Incorporation of Capital
Holdings, Inc.
5 Opinion of Werner & Blank Co., L.P.A. as to the
legality of the securities
23.1 Consent of Werner & Blank Co., L.P.A.
(contained in the opinion included as Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney
* Incorporated by reference to the Registrant's filing on Form S-1 (File No.
33-46573) Registration Statement, as amended.
** Incorporated by reference to the Registrant's filing on Form S-3 (File No.
333-85837) Registration Statement, as amended.
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;
(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 Paragraph (a)(l)(i) and (a)(l)(ii)
shall 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 Securities
Exchange Act of 1934 that are incorporated by reference in
the Registration Statement
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(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, where
applicable, 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 herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(h) 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 provisions
described in Item 6, 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 proceedings) 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 Sylvania, State of Ohio, on November 12,1999.
By: /s/ John S. Szuch
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John S. Szuch
Chairman and Chief Executive Officer
(Duly Authorized Representative)
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/ John S. Szuch
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John S. Szuch Chairman of the Board of Directors, November 12, 1999
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ David L. Mead
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David L. Mead Senior Vice President and November 12, 1999
Chief Financial Officer
(Principal Financial and Accounting
/s/ Robert A. Sullivan Officer)
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Robert A. Sullivan President, Chief Operating Officer, November 12, 1999
Secretary and Director
/s/ Bruce K. Lee
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Bruce K. Lee Executive Vice President and Director November 12, 1999
Directors*
George A. Isaac, III
W. Geoffrey Lyden, III
James D. Sayre
James M. Appold
David P. Bennett
Yale M. Feniger
Harley J. Kripke
Thomas W. Noe
Michael C. Landin
Ronald R. Langenderfer
Noel S. Romanoff
Scott J. Savage
* for each of the above directors pursuant to power of attorney filed with this
Registration Statement.
By: /s/ John S. Szuch November 12, 1999
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(pursuant to power of attorney) Date
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EXHIBIT INDEX
4.1* Articles of Incorporation of Registrant
4.2** Amendment to Articles of Incorporation of Registrant
5 Opinion of Werner & Blank Co., L.P.A. as to validity
of securities registered
23.1 Consent of Werner & Blank Co., L.P.A., regarding
opinion (contained in Exhibit 5)
23.2 Consent of Ernst & Young LLP, independent auditors
for the Registrant
24 Power of Attorney
* Incorporated by reference to the Registrant's filing on Form S-1 (File No.
33-46573) Registration Statement, as amended.
**Incorporated by reference to the Registrant's filing on Form S-3 (File No.
333-85837) Registration Statement, as amended.