Registration No.
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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OLD REPUBLIC INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-2678171
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
307 North Michigan Avenue
Chicago, Illinois 60601
(Address of Principal Executive Offices)
2002 OLD REPUBLIC INTERNATIONAL CORPORATION NON-QUALIFIED STOCK
OPTION PLAN
(Full title of the plan)
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A. C. Zucaro
Old Republic International Corporation
307 North Michigan Avenue
Chicago, Illinois 60601
(Name and address of agent for service)
(312) 346-8100
(Telephone number, including area code, of agent for service)
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copy to:
William J. Dasso
Old Republic International Corporation
307 North Michigan Avenue
Chicago, Illinois 60601
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount
Securities to be Maximum Maximum of
to be Registered Offering Aggregate Registration
Registered (1) Price Per Offering Fee
Share (2) Price (2)
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Common
Stock, par 12,000,000 $ 26.74 $320,880,000 $25,959.19
value $1.00
per share
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
number of shares of the issuer's Common Stock registered hereunder
will be adjusted in the event of stock splits, stock dividends or
similar transactions.
(2) Estimated solely for the purpose of computing the registration fee
based upon the average of the high and low prices of the Common Stock
as reported by the New York Stock Exchange on March 31, 2003.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
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The following documents filed by Old Republic International Corporation
(the "Company") or the Restated 2002 Old Republic International Corporation
Non-Qualified Stock Option Plan (the "Plan") with the Securities and Exchange
Commission are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
2002 (including those portions of the Company's definitive proxy statement for
the Annual Meeting of Shareholders to be held on May 23, 2003, which are
incorporated by reference in such Annual Report on Form 10-K).
2. The description of the Company's capital stock contained in the
Company's Registration Statement on Form S-3 filed on December 24, 1997,
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Company or the Plan pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
effective date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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The validity of the shares of Common Stock and participating interests
offered under the Plan has been passed upon by Spencer LeRoy III, Senior Vice
President, Secretary and General Counsel of the Company. As of March 31, 2003,
Mr. LeRoy owned stock and had options to purchase stock granted under the
Corporation's Employee Stock Plan, which are exercisable within 60 days, which
in the aggregate represents less than 2/10ths of 1% of the Corporation's Common
Stock.
Item. 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Section 145 of the Delaware General Corporation Law contains provisions
under which corporations organized thereunder are permitted or required in
certain circumstances to indemnify directors, officers and others against
certain liabilities and permitted to maintain insurance to cover such
liabilities and liabilities against which such corporations may not directly
indemnify such persons. Article Thirteenth of the Restated Certificate of
Incorporation of the registrant grants indemnification to such persons to the
extent permitted by Delaware law and authorizes the purchase of such insurance.
Pursuant to the foregoing provisions, the registrant maintains policies of
insurance for its directors and certain of its officers.
Article Seventeenth of the Restated Certificate of Incorporation of the
registrant eliminates the liability of the registrant's directors for monetary
damages for breach of fiduciary duty as a director except where a director
breaches his duty of loyalty to the registrant and its stockholders, fails to
act in good faith or engages in intentional misconduct or a knowing violation of
law, authorizes the payment of a dividend or stock repurchase which is illegal
under Section 174 of the Delaware General Corporation Law or obtains an improper
personal benefit.
In addition, the registrant has entered or will enter into an Indemnity
Agreement with each of its directors and certain officers. Under the provisions
of the Indemnity Agreement, the registrant agrees with some limitations, to
indemnify directors and officers against all expenses of investigations,
judicial or administrative proceedings or appeals, whether threatened, pending
or completed, amounts paid in settlement, attorneys' fees and, in third party
proceedings, judgments and fines, actually and reasonably incurred in the
defense or settlement of a civil, criminal or administrative proceeding if the
officer or director acted in good faith in a manner which he believed to be in,
or not opposed to, the best interests of the registrant.
Item 8. EXHIBITS
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4 Instruments defining the rights of security holders, including
indentures.
(A) * Certificate of Designation with respect to Series A Junior Participating
Preferred Stock (Exhibit 4.1 to Form 8-K filed May 30, 1997).
(B) * Certificate of Designation with respect to Series G-2 Convertible
Preferred Stock (Exhibit 4(A) to Registrant's Annual Report on Form 10-K
for 1995).
(C) * Certificate of Designation with respect to Series G-3 Convertible
Preferred Stock (Exhibit 4(C) to Registrant's Annual Report on Form 10-K
for 2001).
(D) * Amended and Restated Rights Agreement dated as of May 15, 1997 between
Old Republic International Corporation and First Chicago Trust Company
of New York (Exhibit 4.1 to Registrant's Form 8-K filed May 30, 1997).
(E) * Amendment to furnish certain long term debt instruments to the
Securities & Exchange Commission upon request (Exhibit 4(D) on Form 8
dated August 28, 1987).
(F) * Form of Indenture dated as of August 15, 1992 between Old Republic
International Corporation and Wilmington Trust Company, as Trustee
(Exhibit 4(G) to Registrant's Annual Report on Form 10-K for 1993).
(G) * Supplemental Indenture No. 1 dated as of June 16, 1997 supplementing the
Indenture (Exhibit 4.3 to Registrant's Form 8-A filed June 16, 1997).
(H) * Supplemental Indenture No. 2 dated as of December 31, 1997 supplementing
the Indenture.(Exhibit 4(G) to registrant's Annual Report on Form 10-K
for 1997).
5(A) Opinion of Spencer LeRoy III as to the validity of the securities being
registered.
10 The Restated 2002 Old Republic International Corporation Non-Qualified
Stock Option Plan.
23(a) Consent of PricewaterhouseCoopers LLP, independent accountants.
23(b) Consent of Spencer LeRoy III (included as part of Exhibit 5).
24 Powers of Attorney.
28 * Consolidated Schedule P (Exhibit 28 to Registrant's Annual Report on
Form 10-K for 2002).
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* Exhibit incorporated herein by reference.
Item 9. UNDERTAKINGS
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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 (1)(i) and (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.
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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described in Item 6 above, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 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 Chicago and State of Illinois on the 31st day of
March, 2003.
OLD REPUBLIC INTERNATIONAL CORPORATION
By /s/ A.C. Zucaro
-----------------------------------
A. C. Zucaro, 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 and on the 31st day of March, 2003.
Signature Title
--------- -----
/s/ A. C. Zucaro Director, Chairman of the
------------------------------ Board, President and
A. C. Zucaro Chief Executive Officer
/s/ John S. Adams Senior Vice President and
------------------------------ Chief Financial Officer
John S. Adams
Director
------------------------------
Harrington Bischof*
Director
------------------------------
Anthony F. Colao*
Director and Sales Group
------------------------------ Manager of Republic Mortgage
Jimmy A. Dew* Insurance Company
Director
------------------------------
Kurt W. Kreyling*
Director and Chairman of the
------------------------------ Board of Bituminous
Peter Lardner* Casualty Corp.
Director
-------------------------------
Wilbur S. Legg*
Director
-------------------------------
John W. Popp*
Director and President of
------------------------------- Republic Mortgage Insurance
William A. Simpson* Company
Director
-------------------------------
Arnold L. Steiner*
Director
-------------------------------
David Sursa*
Director
-------------------------------
William G. White, Jr.*
*By: /s/ A.C. Zucaro
----------------------------
A. C. Zucaro, Attorney-In-Fact
Pursuant to a Power of Attorney
dated December 5, 2002
INDEX TO EXHIBITS
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Exhibit No. Description
----------- -----------
4 Instruments defining the rights of security holders, including
indentures.
(A) * Certificate of Designation with respect to Series A Junior
Participating Preferred Stock (Exhibit 4.1 to Form 8-K filed
May 30, 1997).
(B) * Certificate of Designation with respect to Series G-2 Convertible
Preferred Stock (Exhibit 4(A) to Registrant's Annual Report on Form
10-K for 1995).
(C) * Certificate of Designation with respect to Series G-3 Convertible
Preferred Stock (Exhibit 4(C) to Registrant's Annual Report on Form
10-K for 2001).
(D) * Amended and Restated Rights Agreement dated as of May 15, 1997
between Old Republic International Corporation and First Chicago
Trust Company of New York (Exhibit 4.1 to Registrant's Form 8-K
filed May 30, 1997).
(E) * Agreement to furnish certain long term debt instruments to the
Securities & Exchange Commission upon request (Exhibit 4(D) on
Form 8 dated August 28, 1987).
(F) * Form of Indenture dated as of August 15, 1992 between Old Republic
International Corporation and Wilmington Trust Company, as Trustee
(Exhibit 4(G) to Registrant's Annual Report on Form 10-K for 1993).
(G) * Supplemental Indenture No. 1 dated as of June 16, 1997 supplementing
the Indenture (Exhibit 4.3 to Registrant's Form 8-A filed June 16
1997).
(H) * Supplemental Indenture No. 2 dated as of December 31, 1997
supplementing the Indenture. (Exhibit 4(G) to Registrant's Annual
Report on Form 10-K for 1997).
5(A) Opinion of Spencer LeRoy III as to the validity of the securities
being registered.
10 The Restated 2002 Old Republic International Corporation
Non-Qualified Stock Option Plan.
23(A) Consent of PricewaterhouseCoopers LLP, independent certified public
accountants.
INDEX TO EXHIBITS
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Exhibit No. Description
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23(B) Consent of Spencer LeRoy III (included as part of Exhibit 5).
24 Powers of Attorney
28 * Consolidated Schedule P (Exhibit 28 to Registrant's Annual Report on
Form 10-K for 2002).
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* Exhibit incorporated herein by reference.