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As filed with the Securities and Exchange Commission on May 15, 2009

Registration No. 333-                    

 
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

STEWART INFORMATION SERVICES CORPORATION

(Exact name of registrant as specified in its charter)
     
Delaware
(State or other jurisdiction of
incorporation or organization) 		  74-1677330
(I.R.S. Employer
Identification No.)
     
1980 Post Oak Boulevard
Houston, Texas
(Address of Principal Executive Offices) 		  77056
(Zip Code)

Stewart Information Services Corporation

Amended and Restated 2005 Long-Term Incentive Plan

(Full title of the plan)

J. Allen Berryman
1980 Post Oak Boulevard
Houston, Texas 77056
(Name and address of agent for service)

(713) 625-8100
(Telephone number, including area code, of agent for service)

With Copy to:

Locke Lord Bissell & Liddell LLP
600 Travis, Suite 3400
Houston, Texas 77002
(713) 226-1200
Attention: J. Eric Johnson

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer þ   Non-accelerated filer o   Smaller reporting company o
    (Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

                                         
 
              Proposed     Proposed maximum        
  Title of securities     Amount to     maximum offering     aggregate offering     Amount of  
  to be registered     be registered     price per share(2)     price(2)     registration fee  
 
Common Stock
$1.00 par value
     350,000 shares(1)       $ 17.38       $ 6,083,000       $ 339.43  
 

(1)   The shares of Common Stock being registered consist of an additional 350,000 shares that may be issued under the Amended and Restated 2005 Long-Term Incentive Plan. There are also registered hereby such indeterminate number of shares of Common Stock as may become issuable by reason of the anti-dilution provisions of the Amended and Restated 2005 Long-Term Incentive Plan.

(2)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 and based upon the average of the high and low sales price of a share of Common Stock on the New York Stock Exchange on May 14, 2009.
 
 

 

TABLE OF CONTENTS

PART II
Item 3. Incorporation of Documents by Reference
Item 8. Exhibits
SIGNATURES
INDEX TO EXHIBITS
EX-5.1
EX-23.2

Table of Contents

INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE
     Pursuant to General Instruction E to Form S-8, Stewart Information Services Corporation (the “Company”) hereby incorporates by reference into this Registration Statement the contents of the Form S-8 Registration Statement filed by the Company on May 16, 2005 (File No. 333-124954), except to the extent otherwise updated or modified by this Registration Statement. The additional 350,000 shares of Common Stock that are the subject of this Registration Statement relate to the amendment to the Company’s 2005 Long-Term Incentive Plan to increase the number of authorized shares available for issuance under the plan. The amendment was approved by the Company’s stockholders at the Company’s annual meeting held on May 1, 2009.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

      The following documents are hereby incorporated by reference in this Registration Statement:

      1. The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008;

      2. The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009;

      3. The Registrant’s Current Reports on Form 8-K filed with the SEC on March 2, 2009 and May 5, 2009; and

      4. The description of the Registrant’s common stock, $1.00 par value (the “Common Stock”), contained in a registration statement on Form 8-A filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

            All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing hereof and 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 by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also is or is deemed to be incorporated by reference herein 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 Registration Statement.

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Item 8. Exhibits

         
 
        
4.1
   -   Stewart Information Services Corporation Amended and Restated 2005 Long-Term Incentive Plan (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 5, 2009).
 
        
5.1*
  -   Opinion of Locke Lord Bissell and Liddell LLP
 
        
23.1*
  -   Consent of Locke Lord Bissell and Liddell LLP (included in Exhibit 5.1).
 
        
23.2*
  -   Consent of Independent Registered Public Accounting Firm
 
        
24.1*
  -   Powers of Attorney from certain members of the Board of Directors of the Company (contained on signature page).

*   Filed herewith.

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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 Houston, State of Texas, on May 15, 2009.

STEWART INFORMATION SERVICES CORPORATION

         
     
  By:   /s/ J. Allen Berryman    
    Name:   J. Allen Berryman   
    Title:   Executive Vice President, Chief Financial Officer,
Secretary, Treasurer and Principal Financial Officer		  
 

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints J. Denise Carraux and E. Ashley Smith, or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same and all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting said attorney-in-fact and agent, and any of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      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.

         
/s/ Malcolm S. Morris
  Co-Chief Executive Officer   May 15, 2009
 
        
Malcolm S. Morris
  and Chairman of the Board of Directors    
 
        
/s/ Stewart Morris, Jr.
   Co-Chief Executive Officer, President   May 15, 2009
 
        
Stewart Morris, Jr.
  and Director    
 
        
/s/ J. Allen Berryman
   Executive Vice President, Chief Financial Officer   May 15, 2009
 
        
J. Allen Berryman
  Secretary, Treasurer and Principal Financial Officer    
 
        
/s/ Brian K. Glaze
   Senior Vice President and   May 15, 2009
 
        
Brian K. Glaze
  Principal Accounting
Officer		    
 
        
/s/ Catherine A. Allen
   Director   May 15, 2009
 
        
Catherine A. Allen
        
 
        
/s/ Robert L. Clarke
   Director   May 15, 2009
 
        
Robert L. Clarke
        
 
        
 
  Director   May 15, 2009
 
        
Dr. E. Douglas Hodo
        
 
        
 
  Director   May 15, 2009
 
        
Laurie C. Moore
        

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  Director   May 15, 2009
 
        
Dr. W. Arthur Porter
        
 
        
/s/ Thomas G. Apel
   Director   May 15, 2009
 
        
Thomas G. Apel
        
 
        
/s/ Paul W. Hobby
  Director   May 15, 2009
 
        
Paul W. Hobby
        

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INDEX TO EXHIBITS

     
Exhibit    
Number   Description of Exhibits
 
    
4.1
  Stewart Information Services Corporation Amended and Restated 2005 Long-Term Incentive Plan (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 5, 2009).
 
    
5.1*
   Opinion of Locke Lord Bissell and Liddell LLP
 
    
23.1*
   Consent of Locke Lord Bissell and Liddell LLP (included in Exhibit 5.1).
 
    
23.2*
   Consent of Independent Registered Public Accounting Firm
 
    
24.1*
   Powers of Attorney from certain members of the Board of Directors of the Company (contained on signature page).

*   Filed herewith.

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