As filed with the Securities and Exchange Commission on June 15, 2001
Registration No. 33-99378
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
THE PMI GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3199675
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
601 Montgomery Street, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
THE PMI GROUP, INC. STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
THE PMI GROUP, INC. EQUITY INCENTIVE PLAN
(Full Titles of the Plans)
Victor J. Bacigalupi
Executive Vice President, General Counsel and Secretary
The PMI Group, Inc.
601 Montgomery Street
San Francisco, California 94111
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (415) 788-7878
Copies to:
John E. Aguirre, Esq.
Wilson Sonsini Goodrich & Rosati, PC
650 Page Mill Road
Palo Alto, California 94304-1050
EXPLANATORY STATEMENT
This Post-Effective Amendment No. 1 to Registration Statement No. 33-99378 on
Form S-8 is being filed by The PMI Group, Inc. (the "Registrant") to reflect the
merger of the Registrant's Stock Plan for Non-Employee Directors (the "Director
Plan") into the Registrant's Equity Incentive Plan (the "Incentive Plan"), as
described below.
On November 15, 1995, a total of 100,000 shares of common stock of the
Registrant ("Shares") issuable under the Director Plan were registered with the
Securities and Exchange Commission pursuant to its Registration Statement
No. 33-99378 on Form S-8, which 100,000 shares were adjusted to 150,000 shares
pursuant to Rule 416(a) of the Securities Act of 1933, as amended, to reflect
the Registrant's three-for-two stock split effective on August 16, 1999. Under
the terms of the Director Plan, the non-employee directors of the Registrant
were eligible to receive automatic, nondiscretionary grants of nonqualified
stock options, restricted stock awards, and certain cash payments (the "Director
Awards").
On May 17, 2001, the Registrant's shareholders approved the merger of the
Director Plan into the Incentive Plan effective as of June 1, 2000 (the "Plan
Merger Date"). Pursuant to such merger, the Director Awards will now be made
under the Incentive Plan, on substantially the same terms and conditions as was
in effect under the Director Plan before the Plan Merger Date, and the Shares
that were available for future grant under the Director Plan immediately prior
to that date, the Shares subject to outstanding Director Awards, and/or any
Shares that are later returned to the Director Plan, will now be issued under
the Incentive Plan.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement: (i) the latest annual report of The PMI Group, Inc. (the
"Registrant") filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); (ii) all other reports
filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the annual report referred to in clause (i) above;
and (iii) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed pursuant to Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description. All documents filed by the Registrant after the date
of this registration statement pursuant to Sections 13(a), 13(c), 14, and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment (that
indicates all securities offered have been sold or deregisters all 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 4. DESCRIPTION OF SECURITIES
Inapplicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law, inter alia, empowers a
Delaware corporation 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 (other than an action by or in the right of the corporation)
by reason of the fact that such person 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, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she 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 his or her conduct was unlawful.
Similar indemnity is authorized for such person against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of any such threatened, pending or completed action or suit if
such person acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides) such
person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the stockholders or disinterested directors or, if there are no
disinterested directors, or if such disinterested directors so direct, by
independent legal counsel in a written opinion that indemnification is proper
because the indemnitee has met the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and maintain insurance
on behalf of any person who 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, officer, employee or agent of another corporation or 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 corporation
would otherwise have the power to indemnify him under Section 145. The
Registrant maintains policies insuring its and its subsidiaries' officers and
directors against certain liabilities for actions taken in such capacities,
including liabilities under the Securities Act of 1933.
Article V of the By-laws of the Registrant provides for indemnification of the
directors and officers of the Registrant to the fullest extent permitted by law,
as now in effect or later amended. In addition, the By-laws provide for
indemnification against expenses incurred by a director or officer to be paid by
the Registrant in advance of the final disposition of such action, suit or
proceeding; provided, however, that if required by the Delaware General
Corporation Law, an advancement of expenses will be made only upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it shall be ultimately determined that he is not entitled to be indemnified by
the Registrant. The By-laws further provide for a contractual cause of action on
the part of directors and officers of the Registrant with respect to
indemnification claims which have not been paid by the Registrant.
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The Registrant also has provided liability insurance for each director and
officer for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers of the Registrant.
The Registrant has entered into indemnification agreements with its directors
and executive officers that require the Registrant to indemnify such persons
against all expenses (including attorneys' fees and amounts paid in settlement),
judgments, fines and penalties which are actually incurred in connection with
any threatened, pending or completed action, suit or other proceeding (including
an action by or in the right of the Registrant) to which such person is, was or
is threatened to be made a party, by reason of the fact that such person is or
was a director or officer of the Registrant, or is or was serving at the request
of the Registrant as a director, officer, employee or other agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, to the fullest extent permitted by applicable law and the
Registrant's Restated Certificate of Incorporation and By-laws. The
indemnification agreements also set forth certain procedures that will apply in
the event of a claim for indemnification thereunder.
Article Nine of the Registrant's Restated Certificate of Incorporation limits to
the fullest extent permitted by the Delaware General Corporation Law, as the
same exists or may have been amended, the personal liability of the Registrant's
directors to the Registrant or its stockholders for monetary damages for a
breach of their fiduciary duty as directors. Section 102(b)(7) of the Delaware
General Corporation Law currently provides that such provisions do not eliminate
or limit the liability of a director (i) for a breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law (relating
to the declaration of dividends and purchase or redemption of shares in
violation of the Delaware General Corporation Law), or (iv) for any transaction
from which the director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
4.1 The PMI Group, Inc. Stock Plan for Non-Employee Directors, as amended (and
incorporated by reference to Exhibit 10.3 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, Commission File
No. 1-13664, and Exhibit 10.3 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 2000, Commission File No. 1-13664).
4.2 The PMI Group, Inc. Equity Incentive Plan, as amended (incorporated by
reference to Exhibit 4.1 to the Registrant's Registration Statement on
Form S-8, Commission File No. 333-63122 ,filed on June 15, 2001).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Ernst & Young LLP.
4
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation,
is included in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney of Directors.
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 paragraphs (a)(1)(i) and (a)(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 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 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 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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(b) 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 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 of 1933 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 Post-Effective
Amendment No. 1 to Registration Statement No. 33-99378 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San
Francisco, State of California on the 15th day of June, 2001.
THE PMI GROUP, INC.
(Registrant)
/s/ W. Roger Haughton
- ------------------------------
W. Roger Haughton
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to Registration Statement No. 33-99378 on Form S-8 has been
signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
Principal Executive Officer:
/s/ W. Roger Haughton Chairman of the Board and June 15, 2001
- ------------------------------------- Chief Executive Officer
W. Roger Haughton
Principal Financial Officer:
/s/ John M. Lorenzen, Jr. Executive Vice President and June 15, 2001
- ------------------------------------- Chief Financial Officer
John M. Lorenzen, Jr.
Principal Accounting Officer:
/s/ Brian P. Shea Vice President, Controller June 15, 2001
- ------------------------------------- and Assistant Secretary
Brian P. Shea
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Directors:
* Director June 15, 2001
- -------------------------------------
Mariann Byerwalter
* Director June 15, 2001
- -------------------------------------
Dr. James C. Castle
* Director June 15, 2001
- -------------------------------------
Donald C. Clark
* Director June 15, 2001
- -------------------------------------
W. Roger Haughton.
* Director June 15, 2001
- -------------------------------------
Wayne E. Hedien
* Director June 15, 2001
- -------------------------------------
Louis G. Lower II
* Director June 15, 2001
- -------------------------------------
Raymond L. Ocampo. Jr.
Director June 15, 2001
Director June ----, 2001
- -------------------------------------
John D. Roach
* Director June 15, 2001
- -------------------------------------
Dr. Kenneth T. Rosen
* Director June 15, 2001
- -------------------------------------
Richard L. Thomas
* Director June 15, 2001
- -------------------------------------
Mary Lee Widener
* Director June 15, 2001
- -------------------------------------
Ronald H. Zech
A majority of the members of the Board of Directors.
* By /s/ Victor J. Bacigalupi
----------------------------
Victor J. Bacigalupi
Attorney-in-Fact
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EXHIBIT INDEX
4.1 The PMI Group, Inc. Stock Plan for Non-Employee Directors, as amended (and
incorporated by reference to Exhibit 10.3 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, Commission File No.
1-13664, and Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2000, Commission File No. 1-13664).
4.2 The PMI Group, Inc. Equity Incentive Plan, as amended (incorporated by
reference to Exhibit 4.1 to the Registrant's Registration Statement on Form
S-8, Commission File No. 333-63122, filed on June 15, 2001).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Profession Corporation.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, is
included in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney of Directors.