As filed with the Securities and Exchange Commission on May 20, 2002
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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STEWART INFORMATION SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other
jurisdiction of 74-1677330
incorporation or (I.R.S Employer
organization) Identification No.)
1980 POST OAK BOULEVARD
HOUSTON, TEXAS
(Address of Principal 77056
Executive Offices) (Zip Code)
STEWART INFORMATION SERVICES CORPORATION
2002 STOCK OPTION PLAN FOR REGION MANAGERS
(Full title of the plan)
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MAX CRISP
EXECUTIVE VICE PRESIDENT, SECRETARY AND TREASURER
STEWART INFORMATION SERVICES CORPORATION
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:
JOHN A. WATSON
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
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CALCULATION OF REGISTRATION FEE
==========================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED (1) SHARE (2) PRICE REGISTRATION FEE
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Common Stock,
without par value 300,000 $19.15 $5,745,000 $528.54
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(1) Also includes an indeterminable number of shares of Common Stock issuable
as a result of the anti-dilution provisions of such plan.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, based on the average
of the high and low trading prices on May 16, 2002.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION 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 fiscal year ended
December 31, 2001;
2. 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 date of filing 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 in this Registration Statement and to be part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation shall have the power 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 whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director or officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 conduct was unlawful;
except that, in the case of an action or suit by or in the right of the
corporation, no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine that such person
is fairly and reasonably entitled to indemnity for proper expenses.
Delaware corporations are also authorized to obtain insurance to protect
officers and directors from certain liabilities, including liabilities against
which the corporation cannot indemnify its directors
II-2
and officers. The Registrant currently has in effect a directors' and officers'
liability insurance policy providing coverage for each director and officer in
his capacity as such.
Article Eleventh of the Registrant's Certificate of Incorporation provides
that no director of the Registrant will be personally liable to the Registrant
or its stockholders for monetary damages for breach of fiduciary duty by such
director as a director; provided, however, that such article will not eliminate
or limit the liability of a director to the extent provided by applicable law
(i) for any 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 the law, (iii) under Section
174 of the General Corporation Law of the State of Delaware (the "GCL") or (iv)
for any transaction from which the director derived an improper personal
benefit. The effect of this provision is to eliminate the personal liability of
a director to the Registrant and its stockholders for monetary damages for
breach of his fiduciary duty as a director to the extent allowed under the GCL.
If a director were to breach such duty in performing his duties as a director,
neither the Registrant nor the stockholders could recover monetary damages from
the director, and the only course of action available to the Registrant's
stockholders would be equitable remedies such as an action to enjoin or rescind
a transaction involving a breach of fiduciary duty. To the extent certain claims
against directors are limited to equitable remedies, Article Fourteenth of the
Registrant's Certificate of Incorporation may reduce the likelihood of
derivative litigation and may discourage stockholders or management from
initiating litigation against directors for breach of their fiduciary duty.
Additionally, equitable remedies may not be effective in many situations. If a
stockholder's only remedy is to enjoin completion of the action of the Board of
Directors of the Registrant, this remedy would be ineffective if the stockholder
does not become aware of a transaction until after it has been completed. In
such a situation, it is possible that the stockholders and the Registrant would
not have an effective remedy against the director. The Registrant's bylaws
provide for the indemnification of directors, officers, employees or agents of
the Registrant to the fullest extent permitted under Delaware law.
ITEM 7. CLAIMED EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Registrant, as amended,
filed as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 2000, which exhibit is
hereby incorporated by reference.
4.2 By-laws of the Registrant, as amended, filed as Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1996, which exhibit is hereby incorporated by reference.
4.3 Rights of Common and Class B Common Stockholders, filed as Exhibit 4
to the Registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 2001, which exhibit is hereby incorporated by
reference.
4.4 Stewart Information Services Corporation 2002 Stock Option Plan for
Region Managers, effective March 18, 2002.
4.5 Form of 2002 Stock Option Agreement.
5.1 Opinion of Fulbright & Jaworski L.P.P. regarding the legality of the
securities being registered.
II-3
23.1 Consent of KPMG LLP.
23.2 Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit 5.1
hereto).
24.1 Power of Attorney (contained on page II-5 hereof).
ITEM 9. UNDERTAKINGS.
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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar volume 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%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or From F-3 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 Securities and
Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
II-4
Insofar as indemnification for liabilities arising under the Securities
Act 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
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 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 20, 2002.
STEWART INFORMATION SERVICES
CORPORATION
By: /s/ Max Crisp
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Max Crisp
Executive Vice President, Secretary
and Treasurer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints each of Max Crisp and Tannie L.
Pizzitola, Jr. 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 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 his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
II-5
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ Malcolm S. Morris Co-Chief Executive Officer, Chairman of May 20, 2002
-------------------- the Board and Director
Malcolm S. Morris (Principal Executive Officer)
/s/ Stewart Morris, Jr. Co-Chief Executive Officer, May 20, 2002
----------------------- President and Director
Stewart Morris, Jr. (Principal Executive Officer)
/s/ Max Crisp Executive Vice President, Secretary, May 20, 2002
------------- Treasurer and Director (Principal
Max Crisp Financial Officer and Principal
Accounting Officer)
/s/ Lloyd M. Bentsen, III Director May 20, 2002
-------------------------
Lloyd M. Bentsen, III
/s/ E. Douglas Hodo Director May 20, 2002
-------------------
E. Douglas Hodo
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EXHIBIT INDEX
Exhibit Number Description
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4.1 Restated Certificate of Incorporation of the Registrant, as
amended, filed as Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the year ended December 31,
2000, which exhibit is hereby incorporated by reference.
4.2 By-laws of the Registrant, as amended, filed as Exhibit 3.2
to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996, which exhibit is hereby
incorporated by reference.
4.3 Rights of Common and Class B Common Stockholders, filed as
Exhibit 4 to the Registrant's Quarterly Report on Form 10-Q
for the period ended September 30, 2001, which
exhibit is hereby incorporated by reference.
4.4 Stewart Information Services Corporation 2002 Stock Option
Plan for Region Managers, effective March 18, 2002.
4.5 Form of 2002 Stock Option Agreement.
5.1 Opinion of Fulbright & Jaworski L.P.P. regarding the legality
of the securities being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of Fulbright & Jaworski L.L.P. (contained in
Exhibit 5.1 hereto).
24.1 Power of Attorney (contained on page II-5 hereof).