Prepared by R.R. Donnelley Financial -- Prospectus
 
As filed with the Securities and Exchange Commission on June 5, 2002
Registration No. 333-            
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM S-8
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
SCPIE HOLDINGS INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
  
95-4557980
(I.R.S. Employer
Identification Number)
 
 
1888 Century Park East
Los Angeles, California 90067
(310) 551-5900
(Address of Principal Executive Offices including Zip Code)
 
 
THE 2001 AMENDED AND RESTATED EQUITY
PARTICIPATION PLAN OF SCPIE HOLDINGS INC.
(Full Title of the Plan)
 
 
DONALD J. ZUK
President and Chief Executive Officer
1888 Century Park East
Los Angeles, California 90067
(310) 551-5900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
  
Copies to:
DAVID A. HAHN, ESQ.
Latham & Watkins
701 “B” Street, Suite 2100
San Diego, California 92101
(619) 236-1234
 
 
CALCULATION OF REGISTRATION FEE
 
                        
Title of Securities
to be Registered
  
Amount
to be
Registered(1)
     
Proposed
Maximum
Offering Price
Per Share(2)
   
Proposed
Maximum
Aggregate
Offering Price
     
Amount of
Registration Fee
Common Stock, $.0001 par value
  
450,000 shares
     
$8.00
   
$3,600,000
     
$332
                        
(1)
 
Covers 450,000 additional shares of common stock available for issuance under The 2001 Amended and Restated Equity Participation Plan of SCPIE Holdings Inc. (the “2001 Plan”) pursuant to an amendment of the 2001 Plan approved by the stockholders of SCPIE Holdings Inc. on May 16, 2002. The 2001 Plan authorizes the issuance of a maximum of 1,700,000 shares. The offer and sale of 1,250,000 shares of common stock, which have been or may be issued under the 2001 Plan, have previously been registered pursuant to Form S-8 Registration Statement No. 333-59253.
(2)
 
Pursuant to Rule 457(h) the Proposed Maximum Offering Price Per Share is based on the average of the high and low prices for SCPIE Holdings Inc.’s common stock as reported on the New York Stock Exchange on June 4, 2002.
 

This Registration Statement on Form S-8 registers the offer and sale of an additional 450,000 shares of common stock of SCPIE Holdings Inc. for issuance under The 2001 Amended and Restated Equity Participation Plan of SCPIE Holdings Inc., as amended. In accordance with Instruction E to Form S-8, the contents of the prior Form S-8 Registration Statement File No. 333-59253 are hereby incorporated by reference.
 
ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.
 
SCPIE Holdings Inc. hereby incorporates the following documents in this Registration Statement by reference:
 
 
(a)
 
Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed with the Securities and Exchange Commission (SEC) on April 1, 2002, and Amendment No. 1 thereto filed on Form 10-K/A with the SEC on April 23, 2002;
 
 
(b)
 
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2002, filed with the SEC on May 15, 2002;
 
 
(c)
 
All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in clause (a) above; and
 
 
(d)
 
Description of SCPIE Holdings Inc.’s common stock, par value $.0001 per share (the “Common Stock”), contained in the Registration Statement on Form 8-A, filed with the SEC on November 13, 1996, and any amendments or updates thereto.
 
All documents filed by SCPIE Holdings Inc. pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date this Registration Statement is filed with the SEC and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part of it from the respective dates of filing of 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 herein or in any other 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.
 
ITEM 8.    EXHIBITS.
 
5.1
   
Opinion of Latham & Watkins.
23.1
   
Consent of Ernst and Young, LLP.
23.2
   
Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
24.1
   
Power of Attorney (included on signature page hereto).

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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, SCPIE Holdings Inc. 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 Los Angeles, State of California, on June 4, 2002.
 
SCPIE Holdings Inc.
By:
  
/s/    DONALD J. ZUK        
   
Donald J. Zuk
President and Chief Executive Officer
 
POWER OF ATTORNEY
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below authorizes Donald J. Zuk and Robert B. Tschudy, and either of them, with full power of substitution and resubstitution, his true and lawful attorneys-in-fact, for him in any and all capacities, to sign any amendments (including post-effective amendments or supplements) to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith, with the SEC.
 
Signature
   
Title
  
Date
/s/    DONALD J. ZUK      
Donald J. Zuk
   
President, Chief Executive Officer and Director (Principal Executive Officer)
  
June 4, 2002
/s/    ROBERT B. TSCHUDY        
Robert B. Tschudy
   
Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)
  
June 4, 2002
/s/    MITCHELL S. KARLAN, M.D.    
Mitchell S. Karlan, M.D.
   
Chairman of the Board and Director
  
June 4, 2002
/s/    JACK E. MCCLEARY, M.D.
Jack E. McCleary, M.D.
   
Director and Treasurer
  
June 4, 2002
/s/    J. HYATT BROWN        
J. Hyatt Brown
   
Director
  
June 4, 2002
 
Willis T. King, Jr.
   
Director
  
June 4, 2002
 
Charles B. McElwee, M.D.
   
Director
  
June 4, 2002
/s/    WENDELL L. MOSELEY, M.D.      
Wendell L. Moseley, M.D.
   
Director
  
June 4, 2002
/s/    DONALD P. NEWELL    
Donald P. Newell
   
Director
  
June 4, 2002
 
Harriet M. Opfell, M.D.
   
Director
  
June 4, 2002

Signature
   
Title
  
Date
 
William A. Renert, M.D.
   
Director
  
June 4, 2002
 
Henry L. Stoutz, M.D.
   
Director
  
June 4, 2002
 
Reinhold A. Ulrich, M.D.
   
Director
  
June 4, 2002
/s/    RONALD H. WENDER, M.D.         
Ronald H. Wender, M.D.
   
Director
  
June 4, 2002

 
EXHIBIT INDEX
 
EXHIBIT
     
5.1
   
Opinion of Latham & Watkins.*
23.1
   
Consent of Ernst & Young LLP.*
23.2
   
Consent of Latham & Watkins (included in Exhibit 5.1 hereto).*
24.1
   
Power of Attorney (included on signature page hereto).*
*
 
Filed herewith.

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