As filed with the Securities and Exchange Commission on June 27, 2003
File No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
UICI
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 75-2044750
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
9151 GRAPEVINE HIGHWAY 76180
NORTH RICHLAND HILLS, TEXAS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(817) 255-5200
1996 SPECIAL STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
GLENN W. REED, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
UICI
9151 GRAPEVINE HIGHWAY
NORTH RICHLAND HILLS, TEXAS 76180
(817) 255-5200
(AGENT FOR SERVICE)
----------
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered(1) Per Share(1) Offering Price(1) Registration Fee
-------------------------------- ------------ -------------- ----------------- ----------------
Common Stock, par value $.01 per
share 58,526 $ 12.43 $ 727,503.04 $ 58.86
(1) In addition, pursuant to Rule 416(c) promulgated under the Securities
Act of 1933, this registration statement also covers an indeterminate
amount of additional securities in order to adjust the number of
securities registered as a result of a stock split, stock dividend or
similar transaction affecting the common stock.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(h) of the Securities Act of 1933 based
upon the exercise price of the options outstanding under the plan.
Part II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have heretofore been filed by UICI ("Company" or
"Registrant") with the Securities and Exchange Commission (File No. 1-14953) are
incorporated by reference herein and shall be deemed to be a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
2002;
(b) Quarterly Report of Form 10-Q for the fiscal quarter ended March 31,
2003;
(c) Current Reports of Form 8-K filed on February 7, 2003, March 3, 2003,
April 30, 2003, May 9, 2003, May 23, 2003 and June 2, 2003;
(d) Form 8-A for registration of certain classes of securities pursuant to
Section 12(b) or (g) of the Securities Exchange Act of 1934 as filed
on April 22, 1999, which contains a description of the Registrant's
common stock, $.01 par value per share
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act of 1934 prior to the termination of the
offering of the offered securities shall be deemed to be incorporated by
reference in this prospectus and to be a part of this prospectus from the date
of filing of such documents. Any statement contained in this prospectus or in a
document incorporated or deemed to be incorporated by reference in this
prospectus shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this prospectus, or in
any subsequently filed document which is incorporated or deemed to be
incorporated by reference in this prospectus, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of common stock of UICI to be issued in connection
with the UICI plan is being passed upon for UICI by Glenn W. Reed, Executive
Vice President and General Counsel of UICI. At May 30, 2003, Mr. Reed was the
beneficial owner of 47,504 shares of UICI common stock and owned options to
acquire an additional 78,000 shares of UICI common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware corporations.
Article VIII of the registrant's by-laws (i) authorizes the indemnification of
directors and officers (the "Indemnitees") under specified circumstances to the
fullest extent authorized by the General Corporation Law of Delaware , (ii)
provides for the advancement of expenses to the Indemnitees for defending any
proceedings related to the specified circumstances, (iii) gives the Indemnitees
the right to bring suit against the registrant to enforce the foregoing rights
to indemnification and advancement of expenses, and (iv) authorizes the
registrant to maintain certain policies of insurance to protect itself and any
of its directors, officers or employees. The registrant has an insurance policy
covering its directors and officers against certain personal liability, which
may include liabilities under the Securities Act of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) 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 which,
individually or together, represent a fundamental change in the
information in the Registration Statement; notwithstanding the
foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) To include any additional or changed material information on the
plan of distribution;
Provided, however, that paragraphs (a)(i) and (a)(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 with or
furnished to the Securities and Exchange 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.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
treated to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be treated to be the initial bona fide offering thereof.
(c) To file a post-effective amendment to remove from registration any of
the securities being registered that remain unsold at the termination
of the offering.
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.
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 Securities Act
of 1933 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 North Richland Hills, State of Texas, on June 27,
2003.
UICI
By: /s/ Glenn W. Reed
-------------------------------------------------------------
Name: Glenn W. Reed
Title: Executive Vice President, General Counsel and Director
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.
SIGNATURE TITLE DATE
/s/ Ronald L. Jensen* Chairman of the Board and June 27, 2003
------------------------------------ Director
Ronald L. Jensen
/s/ Gregory T. Mutz* President, Chief Executive June 27, 2003
------------------------------------ Officer and Director
Gregory T. Mutz (principal executive officer)
/s/ Mark D. Hauptman* Vice President, Chief Financial June 27, 2003
------------------------------------ Officer and Chief Accounting Officer
Mark D. Hauptman (principal financial officer and
principal accounting officer)
/s/ Glenn W. Reed
------------------------------------ Executive Vice President, General June 27, 2003
Glenn W. Reed Counsel and Director
/s/ Stuart D. Bilton* Director June 27, 2003
------------------------------------
Stuart D. Bilton
/s/ Thomas P. Cooper* Director June 27, 2003
------------------------------------
Thomas P. Cooper, M.D.
/s/ William J. Gedwed* Director June 27, 2003
------------------------------------
William J. Gedwed
/s/ Patrick J. McLaughlin* Director June 27, 2003
------------------------------------
Patrick J. McLaughlin
/s/ Richard T. Mockler* Director June 27, 2003
------------------------------------
Richard T. Mockler
/s/ Mural R. Josephson* Director June 27, 2003
------------------------------------
Mural R. Josephson
/s/ Glenn W. Reed (Attorney-In-Fact) June 27, 2003
------------------------------------
Glenn W. Reed (Attorney-In-Fact)
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
------- --------------------------------------------------------------------------------------------------
4.1 Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 4.1 (i)(a)
to the Registrant's Registration Statement on Form S-8 (File No. 333-85113), filed August 13,1999)
4.2 Restated By-Laws of the Registrant (incorporated by reference to Exhibit 4.1(b) to the
Registrant's Registration Statement on Form S-8 (File no. 333-85113), filed August 13, 1999)
4.3 1996 Special Stock Option Plan, as amended
5 Opinion of Counsel regarding legality of securities
23.1 Consent of Independent Auditors - KPMG LLP
23.2 Consent of Independent Auditors - Ernst & Young LLP
23.3 Consent of Counsel (included in Exhibit 5)
24.1 Power of Attorney