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As filed with the Securities and Exchange Commission on September 12, 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
INTERCARGO CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-3414667
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1450 EAST AMERICAN LANE, 20TH FLOOR, SCHAUMBURG, ILLINOIS 60173
(Address, including Zip Code, of Registrant's Principal Executive Offices)
1987 NON-QUALIFIED AND INCENTIVE STOCK OPTION PLAN
OF INTERCARGO CORPORATION
(Full Title of the Plan)
JAMES R. ZUHLKE
Intercargo Corporation
1450 East American Lane, 20th Floor
Schaumburg, Illinois 60173
(847) 517-2990
(Name, Address and Telephone Number of Agent For Service)
COPIES TO:
Janet O. Love, P.C.
Keck, Mahin & Cate
77 West Wacker Drive, 42nd Floor
Chicago, Illinois 60601-1693
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CALCULATION OF REGISTRATION FEE
Amount Proposed maximum Proposed maximum
Title of securities to be offering price aggregate Amount of
to be registered registered(1)(2) per share(3)(4) offering price(3)(4) registration fee
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Common Share,
$1.00 par value 400,000 $8.75 $3,500,000 $1,206.90
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Plan as a result of any future stock split, stock dividend or similar
adjustment of the outstanding Common Shares of the Company.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee.
(3) The registration fee is calculated upon the basis of the average high and
low prices of the Common Stock as reported on the National Association of
Securities Dealers, Inc. Automatic Quotation National Market System on
September 11, 1996.
(4) A Form S-8 Registration Statement relating to offers of shares of common
stock of the Company pursuant to the Company's 1987 Non-Qualified and
Incentive Stock Option Plan was filed with the Securities and Exchange
Commission on December 29, 1992 (Registration No. 33-56426).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):
1. The description of the shares of the Company's Common Stock,
$1.00 par value per share, contained in the Company's Registration
Statement on Form 8-A (Registration No. 0-16748) filed with the
Commission on May 6, 1988 registering such shares pursuant to
Section 12 of the Securities Exchange Act of 1934 including any
amendment or report updating such description;
2. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
3. The Company's quarterly reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996; and
4. All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement 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, 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.
Under Section 145 of the Delaware General Corporation Law, the Company has
broad powers to indemnify its directors and officers against liabilities that
they may incur in such capacities, including liabilities under the Securities
Act of 1933, as amended (the "Securities Act"). The Company's By-laws provide
that the Company shall indemnify any person who was or is a party to, 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 was serving at the request of the Company
as a director, officer, employee or agent for another entity) against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred in connection with any such
action, suit or proceeding; provided that he acted in good faith and in a
manner he believed to be in the best interests of the Company, and with respect
to any criminal action or
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proceeding, had no reasonable cause to believe that his conduct was unlawful.
Furthermore, the Company's Certificate of Incorporation provides that, to the
fullest extent permitted by the General Corporation Law of the State of
Delaware, as such law now exists or is hereafter amended, directors of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director. The Company's
Certificate of Incorporation provides that any repeal or modification of such
provision may be prospective only and may not adversely affect any limitation on
the personal liability of a director with respect to any act or omission
occurring prior to the time of such repeal or modification.
The Company has indemnification agreements with each of the Company's
directors whereby the Company has agreed to indemnify each director from
certain losses and expenses. Certain amounts are excluded from the Company's
indemnification obligation, including any illegal payments or fraudulent,
dishonest or wilful misconduct. In addition, the directors have agreed to
reimburse the Company for all losses and expenses paid by the Company in
connection with any action, suit or proceeding in which a court in a final
adjudication decides that the director is not entitled to indemnification.
The indemnification provisions discussed above and any indemnification
agreements entered into between the Company and its directors may be
sufficiently broad to permit indemnification of the Company's directors for
liabilities arising under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See the Index to Exhibits immediately following the signature page.
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 (the "Securities Act"); (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; and (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 paragraphs (1)(i) and (1)(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 by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference 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.
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(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 (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 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 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.
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SIGNATURES
The Registrant. 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 Schaumburg, State of Illinois, on
August 31, 1996.
INTERCARGO CORPORATION
By: /s/ James R. Zuhlke
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James R. Zuhlke
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James R. Zuhlke and Dean T. Bruner, or
either of them each with power to act without the other, 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 subsequent pre- and post-effective amendments and supplements to
this Registration Statement, and to file the same, or cause to be filed the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power 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 he might or could do in person, hereby ratifying
and confirming all that any said attorney-in-fact and agent or his substitute
or substitutes, 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 by the following persons in the
capacities and on the dates indicated.
NAME AND CAPACITY DATE
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/s/ James R. Zuhlke August 31, 1996
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James R. Zuhlke, Chief Executive
Officer, President, Chairman of
the Board and Director
(Principal Executive Officer)
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/s/ Dean T. Bruner August 31, 1996
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Dean T. Bruner, Principal Accounting
Officer
/s/ Kenneth A. Bodenstein August 8, 1996
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Kenneth A. Bodenstein, Director
/s/ Arthur J. Fritz August 31, 1996
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Arthur J. Fritz, Director
/s/ Albert J. Gallegos August 31, 1996
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Albert J. Gallegos, Director
/s/ Arthur L. Litman August 31, 1996
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Arthur L. Litman, Director
/s/ Robert B. Sanborn August 8, 1996
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Robert B. Sanborn, Director
/s/ Michael L. Sklar August 8, 1996
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Michael L. Sklar, Director
/s/ Michael L. Rybak August 31, 1996
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Michael L. Rybak,
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
No. Description
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4.1 Certificate of Incorporation of the Company, including
amendments thereto (1)
4.2 Bylaws of the Company, including amendments thereto
(1)
4.3 Specimen Certificate of Common Stock (1)
4.4 1987 Non-Qualified and Incentive Stock Option Plan of
Intercargo Corporation (As Amended and Restated) (filed
herewith)
5.1 Opinion of Keck, Mahin & Cate (filed herewith)
23.1 Consent of KPMG Peat Marwick LLP (filed herewith)
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
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(1) Previously filed with the Company's Registration Statement on Form S-18,
Registration No. 33-21270C, and incorporated herein by reference.
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