As filed with the Securities and Exchange Commission on February 14, 1997
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
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DIGNITY PARTNERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-165263
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1700 Montgomery Street, Suite 250
San Francisco, California 94111
(Address of principal executive offices, including zip code)
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Dignity Partners, Inc. Stock Option Plan for Non-Employee Directors
(Full Title of the Plan)
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Alan B. Perper
President
1700 Montgomery Street, Suite 250
San Francisco, California 94111
(415) 394-9469
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate registration
to be registered per share (1) offering fee (2)
registered price(1)
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Common Stock,
par value
$.01 per
share 75,000 shares $2.609375 $195,704 $100
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(1) Estimated solely for purposes of calculating the amount of the registration
fee, pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of
the average of the high and low prices of such securities reported in the
consolidated reporting system on February 11, 1997.
(2) Minimum fee due.
PART II
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Item 3. Incorporation of Documents by Reference
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The following documents previously filed with the Securities and
Exchange Commission by Dignity Partners, Inc. (the "Company" or the
"Registrant") are incorporated herein by reference: (a) the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995; (b) the
Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996,
June 30, 1996 and September 30, 1996; (c) the Company's current Reports on Form
8-K dated March 13, 1996, March 15, 1996, July 16, 1996, October 9, 1996,
November 5, 1996, December 16, 1996 and December 19, 1996; and (d) the
description of the Company's Common Stock, $.01 par value, contained under the
caption "Description of Capital Stock" in the Prospectus dated February 14, 1996
relating to the Company's S-1 Registration Statement (Registration No.
33-98708), which description is incorporated by reference in the Company's Form
8-A Registration Statement (File No. 0-27736), and all amendments and reports
filed for the purpose of updating that description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 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 herein by reference and to be part hereof from the
date of filing of such documents.
Item 6. Indemnification of Directors and Officers
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The Company's Second Amended and Restated Certificate of Incorporation
(the "Certificate") provides that, to the fullest extent permitted by the
Delaware General Corporation Law (the "GCL"), no director shall be personally
liable to the Company or any stockholder for monetary damages for or with
respect to any acts or omissions in the performance of his or her duties as a
director. The GCL currently permits the removal of personal liability for
monetary damages for breach of fiduciary duty as a director, except for
liability: (i) arising under Section 174 of the GCL from payment of dividends or
approval of a stock purchase in violation of the GCL; (ii) for any breach of the
duty of loyalty to the Company or its stockholders; (iii) for acts or omissions
not in good faith or which involve intentional misconduct or a violation of law;
or (iv) for any transaction from which the director derived an improper personal
benefit. While the Certificate provides protection for breaches of duties by
directors, under the current GCL, the director's duty of care is not eliminated.
Accordingly, the Certificate, under the current GCL, will not affect the
availability of equitable remedies, such as an injunction, based on a director's
breach of the duty of care. The provisions of the Certificate described above
will apply to officers of the Company only if they are directors of the Company
and are acting in their capacity as directors, and will not apply to officers of
the Company who are not directors.
In addition, the Certificate provides that the Company shall indemnify
its officers and directors, and any employee who serves as an officer, director,
employee or agent of any
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other corporation or entity at the Company's request, to the fullest extent
permitted by the GCL. Under the GCL, directors and officers as well as employees
and individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suit and proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation as a
derivative action) if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. The Certificate also permits the Company to
adopt By-Laws and enter into contracts providing for indemnification.
The Company maintains a $5 million director or officer liability
insurance policy covering the Company's officers and directors.
Item 8. Exhibits
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4.1 Second Amended and Restated Certificate of Incorporation,
incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1, Registration No. 33-98708.
4.2 Amended and Restated Bylaws, incorporated by reference
to Exhibit 3.2 to the Company's Registration Statement on
Form S-1, Registration No. 33-98708.
4.3 Dignity Partners, Inc. Stock Option Plan for Non-Employee
Directors, incorporated by reference to Exhibit 10.2 to the
Company's Registration Statement on Form S-1, Registration
No. 33-98708.
5.1 Opinion of Jones, Day, Reavis & Pogue.
23.1 Consent of Jones, Day, Reavis & Pogue (set forth in their
opinion filed as Exhibit 5.1 to this Registration Statement).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Powers of Attorney.
Item 9. Undertakings
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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
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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)(1)(i) and (A)(1)(ii) do not apply if the
registration statement is on Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 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 (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
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 provisions described in Item 6 of this
registration statement, 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 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.
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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 San Francisco, State of California, on February 12,
1997.
DIGNITY PARTNERS, INC.
By: /s/Alan B. Perper
Alan B. Perper
President
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 February 12, 1997.
* Director; Chairman of the Board of Directors
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Bradley N. Rotter
/s/Alan B. Perper Director; President
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Alan B. Perper (Principal Executive Officer)
* Director; Executive Vice President, Treasurer
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John Ward Rotter Secretary and Chief Financial Officer
(Principal Financial and Accounting Officer)
* Director
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Stephen T. Bow
* Director
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Paul A. Volberding
* The undersigned by signing his name hereunto has hereby signed this
Registration Statement on behalf of the above-named directors and/or officers,
on February 12, 1997, pursuant to a power of attorney executed on behalf of each
such director and/or officer and filed with the Securities and Exchange
Commission as Exhibit 24.1 to this Registration Statement.
By: /s/Alan B. Perper
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Alan B. Perper
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EXHIBIT INDEX
Exhibit Sequential
No. Description Page Number
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4.1 Second Amended and Restated Certificate
of Incorporation, incorporated by
reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1,
Registration No. 33-98708.
4.2 Amended and Restated Bylaws, incorporated
by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1,
Registration No. 33-98708.
4.3 Dignity Partners, Inc. Stock Option Plan for
Non-Employee Directors, incorporated by
reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-1,
Registration No. 33-98708.
5.1 Opinion of Jones, Day, Reavis & Pogue.
23.1 Consent of Jones, Day, Reavis & Pogue (set
forth in their opinion filed as Exhibit 5.1
to this Registration Statement).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Powers of Attorney.
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