1
As filed with the Securities and Exchange Commission on October 22, 1998
Registration No. _________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------
STEWART INFORMATION SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 74-1677330
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1980 POST OAK BOULEVARD 77056
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
-------------
STEWART INFORMATION SERVICES CORPORATION
1999 SALARY DEFERRED COMPENSATION PLAN
(Full title of the plan)
MAX CRISP
VICE PRESIDENT - FINANCE, SECRETARY AND TREASURER
STEWART INFORMATION SERVICES CORPORATION
1980 POST OAK BOULEVARD
HOUSTON, TEXAS 77056
(713) 625-8100
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
-------------
COPY TO:
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
ATTENTION: JOHN A. WATSON
-------------
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Proposed maximum
Title of securities to Amount maximum offering aggregate offering Amount of
be registered to be registered price per share price registration fee
- ---------------------------------------------------------------------------------------------------------------------
Deferred Compensation
Obligations(1) $6,000,000 100% $6,000,000(2) $1,770
=====================================================================================================================
(1) The Deferred Compensation Obligations are unsecured obligations of
Stewart Information Services Corporation to pay deferred compensation
in the future in accordance with the terms of the Stewart Information
Services Corporation 1999 Salary Deferred Compensation Plan.
(2) Estimated solely for the purpose of determining the registration fee.
================================================================================
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Stewart Information Services Corporation, a Delaware
corporation (the "Company"), hereby incorporates by reference in this
Registration Statement the following documents:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.
2. All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the fiscal year ended December 31, 1997.
All documents subsequently filed by the Company 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, is hereby
deemed to be incorporated by reference in this Registration Statement and a
part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Under the Stewart Information Services Corporation 1999 Salary
Deferred Compensation Plan(the "Plan"), the Registrant will provide eligible
employees, as specified therein, the opportunity to enter into agreements for
the deferral of a specified amount or percentage of their cash compensation
derived from base salary, commisions and incentive bonus awards. The Registrant
will enter into a trust agreement with a trustee under an irrevocable trust
(the "Trust"), the amounts allocated to which and the earnings thereon shall be
used to satisfy the obligations of the Company under such agreements (the
"Obligations"). The Trust will be a "grantor trust" for state and federal
income tax purposes, and the assets of the Trust shall at all times be subject
to the claims of the general creditors of the Company.
The amount of compensation to be deferred by each participating
eligible employee (individually, a "Participant" and collectively, the
"Participants") will be determined in accordance with the Plan based on
elections by each Participant. Each Obligation will be payable on a date or
dates selected by each Participant at the time of enrollment. The Obligations
will be indexed to three or more investment funds determined by an
administrative committee (the "Committee") appointed by the Board of Directors
to administer the Plan, and such investment funds may vary from time to time. A
Participant may select his or her investment options for new deferrals or
contributions once per calendar quarter to become effective as of the first day
of the following quarter. Each Participant's Obligation will be adjusted to
reflect the positive or negative investment result of the selected investment
option.
A Participant's right or the right of any other person to the
Obligations is not subject to option nor assignable by voluntary or involuntary
assignment or by operation of law, including without limitation through
bankruptcy, garnishment, attachment or other creditor's process.
The Obligations are not subject to redemption, in whole or in part,
prior to termination of employment, death or disability of a Participant or the
distribution dates specified by such Participant without application to the
Committee, in which case a 10% penalty will be assessed. The Registrant
reserves the right to amend or terminate the Plan at any time; provided,
however, that no such action shall reduce a Participant's account under the
Plan without the Participant's written consent.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The financial statements and schedules of the Company as of December
31, 1997 and 1996, and for each of the years in the three-year period ended
December 31, 1997, incorporated by reference in this Registration Statement have
been audited by: KPMG Peat Marwick LLP; Doshier, Pickens & Francis, P.C.; Jim S.
Walker; Fancher & Company; M. Timothy O'Roark; Grant Bennett Accountants;
Aaronson, White & Company; Edgar, Kiker & Cross, L.L.P.; Wilkerson & Arthur,
P.C.; Jesus Yepez; Gratzer, Clem & Company, P.C.; Williams & Pearcy, P.C.;
Flusche, Van Beveren, Kilgore P.C.; and Ginny Sanders May, independent
accountants, to the extent indicated in their reports thereon also incorporated
by reference herein. Such financial statements and schedules have been
incorporated by reference herein in reliance upon such reports given on the
authority of such firms as experts in accounting and auditing.
3
The validity of the Obligations registered hereby will be passed upon by
Fulbright & Jaworski L.L.P., counsel to the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Eleventh of the Company's Certificate of Incorporation
provides that no director of the Company will be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty
by such directors as a director; provided, however, that such article will not
eliminate or limit liability of a director to the extent provided by applicable
law (i) for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (iii) under Section
174 of the General Corporation Law of the State of Delaware (the "GCL"), or
(iv) for any transaction from which the director derived an improper personal
benefit. The effect of this provision is to eliminate the personal liability of
a director to the Company and its stockholders for monetary damages for breach
of his fiduciary duty as a director to the extent allowed under the GCL. If a
director were to breach such duty in performing his duties as a director,
neither the Company nor the stockholders could recover monetary damages from
the director, and the only course of action available to the Company's
stockholders would be equitable remedies such as an action to enjoin or rescind
a transaction involving a breach of fiduciary duty. To the extent certain
claims against directors are limited to equitable remedies, Article Fourteenth
may reduce the likelihood of derivative litigation and may discourage
stockholders or management from initiating litigation against directors for
breach of their fiduciary duty. Additionally, equitable remedies may not be
effective in many situations. If a stockholder's only remedy is to enjoin
completion of the Board of Directors' action, this remedy would be ineffective
if the stockholder does not become aware of a transaction until after it has
been completed. In such a situation, it is possible that the stockholders and
the Company would not have an effective remedy against the directors.
Section 145 of the General Corporation Law of the State of Delaware
empowers the Company to, and the By-Laws of the Company provide that it 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 by reason of
the fact that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, 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
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; except that, in the case
of an action or suit by or in the right of the Company, no indemnification may
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Company unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine that such person is fairly and reasonably entitled to
indemnity for proper expenses.
Delaware corporations are also authorized to obtain insurance to
protect officers and directors from certain liabilities, including liabilities
against which the corporation cannot indemnify its directors and officers. The
Company currently has in effect a directors' and officers' liability insurance
policy providing coverage for each director and officer in his capacity as
such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-2
4
ITEM 8. EXHIBITS.
4.1 Stewart Information Services Corporation 1999 Salary Deferred
Compensation Plan.
4.2 Stewart Information Services Corporation 1999 Salary Deferred
Compensation Trust Agreement.
5.1 Opinion of Fulbright & Jaworski L.L.P. regarding the legality
of the securities being registered.
23.1 Consents of independent accountants.
23.2 Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit
5.1 hereto).
24.1 Power of attorney (contained on page II-4 hereof).
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 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.
(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) 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 this 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, 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 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.
II-3
5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Max Crisp and Tannie L. Pizzitola, Jr.,
and each of them, to act as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all post-effective
amendments to this Registration Statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-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, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or his substitute or substitutes or
all of them 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 City of Houston, State of Texas, on the 21st day of
October, 1998.
STEWART INFORMATION SERVICES CORPORATION
By MAX CRISP
Max Crisp
Vice President - Finance, Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons, in the
capacities indicated on the 21st day of October, 1999.
Signature Title
--------- -----
CARLOSS MORRIS Co-Chief Executive Officer and Chairman of
Carloss Morris the Board (Principal Executive Officer)
STEWART MORRIS Co-Chief Executive Officer, President and
Stewart Morris Director (Principal Executive Officer)
MAX CRISP Vice President - Finance, Secretary,
Max Crisp Treasurer and Director (Principal Financial
Officer and Principal Accounting Officer)
Director
-------------------------------------------------------
Lloyd M. Bentsen, III
Director
-------------------------------------------------------
E. Douglas Hodo
II-4
6
NITA B. HANKS Director
Nita B. Hanks
Director
-------------------------------------------------------
Paul W. Hobby
C.M. HUDSPETH Director
C.M. Hudspeth
Director
-------------------------------------------------------
W. Arthur Porter
II-5
7
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
4.1 Form of Stewart Information Services Corporation 1999 Salary Deferred Compensation Plan.
4.2 Form of Stewart Information Services Corporation 1999 Salary Deferred Compensation Trust Agreement.
5.1 Opinion of Fulbright & Jaworski L.L.P. regarding the legality of the securities being registered.
23.1 Consents of independent accountants.
23.2 Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit 5.1 hereto).
24.1 Power of attorney (contained on page II-4 hereof).