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As Filed with the Securities and Exchange Commission on September 21, 1999
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
CRAWFORD & COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
Georgia 58-0506554
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5620 Glenridge Drive, N.E., Atlanta, Georgia 30342
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(Address of Principal Executive Offices) (Zip Code)
THE PRISM NETWORK, INC. STOCK OPTION PLAN
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(Full Title of the Plan)
Mr. Judd F. Osten
5620 Glenridge Dr., N.E.
Atlanta, Georgia 30342
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(Name and Address of Agent For Service)
(404) 847-4550
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
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Class A 141,415 $2.42 $342,224.30 $95.14
Common Stock
par value $1.00
per share
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ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference into this Registration
Statement:
(a) The Annual Report of the Registrant on Form 10-K for
the fiscal year ended December 31, 1998.
(b) All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since December 31, 1998.
(c) The Description of the Registrant's Securities to be
Registered section from the Company's Registration Statement on Form
8-A, as filed with the Securities and Exchange Commission on July 16,
1990, filed pursuant to Section 12(b) of the Exchange Act.
All documents filed by the Company subsequent to the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following is a summary of each statute, bylaw provision
and insurance policy under which a director, officer, employee or agent of the
Registrant may be entitled to indemnification against liabilities in his
capacity as such.
Georgia Corporation Law
Sections 14-2-851 through 14-2-859 of the Georgia Business
Corporation Code (the "Georgia Code") generally provide that a corporation may
indemnify any director, officer, employee or agent against expenses actually and
reasonably incurred by him in connection with any action to which he is made a
party by reason of his being or having been a director, officer, employee or
agent of the corporation if such person acted in a manner he believed in good
faith to be in or not opposed to the best interests of the corporation and in
the case of a criminal action had no reasonable cause to believe his conduct was
unlawful. However, if the action is brought by or in the right of the
corporation, the Georgia Code provides that indemnification of directors shall
be limited to the reasonable expenses incurred by such person in connection with
the proceeding. No indemnification shall be provided any director as to any
claim, issue, or matter brought by or in the right of the corporation as to
which such person shall have been adjudged to have been liable to the
corporation, or in any other proceeding in which such person shall have been
adjudged to be liable on the basis that personal benefit was improperly received
by him, unless and to the extent that the court in which the suit was brought or
other
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court of competent jurisdiction shall have determined 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 which the court shall deem proper. The Georgia Code also provides that
to the extent that a director or officer of a 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, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
In addition, Section 14-2-202 of the Georgia Code permits a corporation
to include in its articles of incorporation a provision eliminating or limiting
the personal liability of a director to the corporation or its shareholders for
monetary damages, for breach of duty of care or other duty as a director, except
(i) for any appropriation, in violation of his duties, of any business
opportunity of the corporation, (ii) for acts or omissions which involve
intentional misconduct or a knowing violation of law, (iii) for liability under
Section 14-2-832 of the Georgia Code (involving certain distributions), or (iv)
for any transaction from which the director received an improper benefit.
Charter Provisions
Article IV of the Registrant's Restated Articles of Incorporation
limits the personal liability of a director of the Registrant or its
shareholders as provided in Section 14-2-202 of the Georgia Code.
Restated By-laws Provisions
Article VI, Section 1, of the Registrant's Restated By-laws 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
(other than an action by or in the right of the Registrant) by reason of the
fact that he is or was a director, officer, employee or agent of the Registrant
or serving in any of such capacities at the Registrant's request in another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including court costs and attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, 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 Registrant, and
with respect to any criminal action, if he had no reasonable cause to believe
his conduct was unlawful.
Article VI, Section 2 of the Registrant's Restated By-laws 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 by
or in the right of the Registrant 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
Registrant or was serving in any of such capacities at the request of the
Registrant with any other corporation, partnership, joint venture, trust or
other enterprise against expenses (including court costs and attorneys' fees)
actually and reasonably
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incurred in connection with the defense or settlement of such action 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 Registrant, except that in respect of 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 Registrant,
indemnification will be permitted only to the extent that the court in which the
action was brought finds 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 which such court shall deem proper.
Article VI, Section 3 of the Registrant's Restated By-laws provides
that to the extent that a director, officer, employee or agent of the Registrant
shall be successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of Article VI of the Registrant's
Restated By-laws or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including court costs and attorneys' fees)
actually and reasonably incurred by him in connection therewith.
Article VI, Section 4 of the Registrant's Restated By-laws provides
that any indemnification under Sections 1 and 2 of Article VI (unless ordered by
a court) shall be made by the Registrant 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 had met the applicable standard
of conduct set forth in Sections 1 and 2 of Article VI. Such determination shall
be made (1) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable but a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the shareholders.
Article VI, Section 5, of the Registrant's Restated By-laws provides
that expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Registrant in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
manner provided in Section 4 of Article VI upon receipt of an undertaking by or
on behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Registrant as authorized in Article VI, and, if such person is a
director, upon receipt of a written affirmation of such director's good faith
belief that he has met the standards of conduct required by the Georgia Code.
Article VI, Section 6, of the Registrant's Restated By-laws provides
that Article VI shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any agreement, vote of shareholders, or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such person.
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Article VI, Section 7, of the Registrant's Restated By-laws provides
that the Board of Directors may authorize, by a vote of the majority of the full
board, the Registrant to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Registrant or was
serving in any of such capacities at the request of the Registrant with any
other 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 Registrant would have the
power to indemnify him against such liability under the provisions of Article
VI.
Insurance
The Registrant maintains Directors' and Officers' Liability Insurance
policies which provide for payment by the insurers for losses arising from any
claim or claims against an officer or director of the Registrant by reason of
any actual or alleged breach of duty, neglect, error, misstatement, misleading
statement, omission or other act done or wrongfully attempted by them in such
capacities, in connection with any matter claimed against them solely by reason
of their serving in any of such capacities, but only when the Registrant is
required or permitted by law to pay amounts as indemnity to the directors and
officers.
ITEM 8. EXHIBITS
Regulation S-K
Reference No.
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4.1 Restated Articles of Incorporation of Crawford & Company
(incorporated by reference to Exhibit 19.1 to Registrant's
quarterly report on Form 10-Q for the quarter ended June 30,
1991).
4.2 Restated By-laws of Crawford & Company, as amended
(incorporated by reference to Exhibit 3.1 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999).
4.3-12 The Prism Network Inc. Option Agreements.
5.1 Opinion of Registrant's counsel regarding legality of shares.
15.1 Letter re unaudited interim financial statements (incorporated
by reference to Exhibit 15.1 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999).
23.1 Consent of Arthur Andersen LLP.
23.3 Consent of Registrant's counsel (contained in opinion filed as
Exhibit 5.1).
24.1-7 Powers of Attorney (incorporated by reference to Exhibits
24.1-7 of Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998).
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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; 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 (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8, and 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.
(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 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 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 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
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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 Act and will be governed by the final adjudication of
such issue.
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 Atlanta, State of Georgia, on the 21st day of
September, 1999.
CRAWFORD & COMPANY
(Registrant)
By: /s/ ARCHIE MEYERS, JR.
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Archie Meyers Jr., Chairman of
the Board and Chief Executive
Officer
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Pursuant to the requirement of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
Chairman of the Board, September 21, 1999
Chief Executive
/s/ ARCHIE MEYERS, JR. Officer, and Director
- -------------------- (Principal Executive
Archie Meyers, Jr. Officer)
Executive Vice September 21, 1999
/s/ JOHN F. GIBLIN President - Finance
- -------------------- (Principal Financial
John F. Giblin Officer)
/s/ WILLIAM L. HUDSON Senior Vice President September 21, 1999
- -------------------- and Controller
William L. Hudson (Principal Accounting
Officer)
*
- -------------------- Director September 21, 1999
Jesse C. Crawford
- -------------------- Director
Forrest L. Minix
*
- -------------------- Director September 21, 1999
J. Hicks Lanier
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SIGNATURE TITLE DATE
*
- -------------------- Director September 21, 1999
Charles Flather
*
- -------------------- Director September 21, 1999
Linda K. Crawford
*
- -------------------- Director September 21, 1999
Larry L. Prince
*
- -------------------- Director September 21, 1999
John A. Williams
*
- -------------------- Director September 21, 1999
E. Jenner Wood, III
/s/ GROVER L. DAVIS
- -------------------- Director September 21, 1999
Grover L. Davis
*By /s/ JUDD F. OSTEN
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Judd F. Osten
As Attorney-in-fact for
the Directors above
whose name an asterisk
appears.
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EXHIBIT INDEX
Sequential
Exhibit
Number Document Page
4.1 Restated Articles of Incorporation
of Crawford & Company (incorporated
by reference to Exhibit 19.1 to
Registrant's quarterly report on
Form 10-Q for the quarter ended
June 30, 1991).
4.2 Restated By-laws of Crawford &
Company, as amended (incorporated
by reference to Exhibit 3.1 to
Registrant's Quarterly Report on
Form 10-Q for the quarter ended
June 30, 1999).
4.3-12 The Prism Network Inc. Option
Agreements.
5.1 Opinion of Registrant's counsel
regarding legality of shares.
15.1 Letter re unaudited interim
financial statements (incorporated
by reference to Exhibit 15.1 to
Registrant's Quarterly Report on
Form 10-Q for the quarter ended
June 30, 1999).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Registrant's counsel
(contained in opinion filed as
Exhibit 5.1).
24.1-7 Powers of Attorney (incorporated by
reference to Exhibits 24.1-7 of
Registrant's Annual Report on Form
10-K for the year ended December
31, 1998).