Prepared by R.R. Donnelley Financial -- Form S-8
As filed with the Securities and Exchange Commission on June 28, 2002.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ALFA CORPORATION
(Exact Name of Registrant as
Specified in Its Charter)
DELAWARE |
|
63-0838024 |
(State of Incorporation) |
|
(IRS Employer Identification
No.) |
2108 East South Boulevard
Montgomery, Alabama 36116
(334)288-3900
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Savings and Profit Sharing Plan and Trust Agreement
of Alfa Mutual Insurance Company
(Full Title of Plan)
Al Scott
Secretary and General Counsel
Alfa Corporation
2108 East South Boulevard
Montgomery, Alabama 36116
(334)288-3900
(Name, address, including zip code, and telephone number, including area code, of agent
for service)
Copies to:
Michael D. Waters
Balch & Bingham LLP
No. 2 Dexter Avenue
Montgomery, Alabama 36104-3515
(334)834-6500
CALCULATION OF REGISTRATION FEE
Title of each class of Securities to be Registered |
|
Amount to be Registered |
|
Proposed Maximum Offering Price Per Share |
|
Proposed Maximum Aggregate Offering Price |
|
Amount of Registration Fee(1) |
|
|
|
|
|
|
|
|
|
Common Stock $1.00 par value |
|
1,000,000 |
|
Not Applicable |
|
$ |
12,760,000 |
|
$ |
1,173.92 |
(1) |
|
Computed in accordance with Rule 457(c) and (h) based upon the market value of Registrants common stock at June 27, 2002. |
(2) |
|
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
The following documents filed by Alfa Corporation and the Plan with the
Securities and Exchange Commission are incorporated herein by reference:
(a) The
Registrants Annual Report on Form 10-K for the year ended December 31, 2001, filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the Exchange Act);
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year referred to in (a) above; and
(c) The description of the Registrants common stock contained in the
Registrants Registration Statement on Form S-2 filed April 19, 1988.
All documents subsequently filed by
the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the 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.
Article VI of the
Registrants Certificate of Incorporation provides that to the fullest extent permitted by the Delaware General Corporation Law, a director of the Registrant shall not be liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach of the directors 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 law, (iii) under Section 174 of the Delaware Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.
Article VI of the Registrants Certificate of Incorporation provides that
the Registrant shall indemnify any person who was 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, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a 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. Under
this provision of the Delaware General Corporation Law, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which 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 reasonable cause to believe that his
conduct was unlawful.
With respect to indemnification of officers and directors, Section 145 of the Delaware
General Corporation Law also provides that a corporation shall have 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 or suit by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a 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 the defense or
settlement of such action or suit 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 except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty 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 upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity of such expenses which the Court of Chancery or such
court shall deem proper.
The Registrant maintains a policy of Directors and Officers liability insurance on
behalf of its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
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The following exhibits are filed as a part of this Registration Statement:
Exhibit Number
|
|
Description of Exhibits
|
|
5.1 |
|
Opinion of Balch & Bingham LLP |
|
5.2 |
|
IRS Determination Letter. |
|
23.1 |
|
Consent of KPMG LLP. |
|
23.2 |
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Consent of Balch & Bingham LLP. |
|
24 |
|
Power of Attorney, contained at the signature page of this registration statement and incorporated herein by
reference. |
Item
9. Undertakings
(a) The Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, 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 (the Securities Act);
(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; and
(iii) To include any additional or changed material information on the plan of distribution;
provided, however, that paragraphs (a) (1) (i) and (a) (1) (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 Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act.
(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 therein, and the
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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.
(b) The Registrant hereby
undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or 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.
(c) 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 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 of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for the 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 Montgomery, Alabama, on June 28, 2002.
ALFA CORPORATION
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|
By: |
|
/s/ JERRY A.
NEWBY
|
|
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Chairman of the Board, CEO and
President |
We, the undersigned
directors and Chief Financial Officer of Alfa Corporation, do hereby constitute and appoint Jerry A. Newby and C. Lee Ellis, or either of them our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for us
and in our name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, including any
amendments thereto, with the Securities and Exchange Commission and to file such notices, reports or registration statements and amendments thereto with any state securities authority or securities exchange or market, and we do hereby ratify and
confirm all that said attorneys-in-fact and agents, or their 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 indicated on the dates stated.
Signature
|
|
Title
|
|
Date
|
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/s/ JERRY A.
NEWBY
Jerry A. Newby |
|
Chairman of the Board, CEO and President (Principal Executive Officer) |
|
* |
|
/s/ BOYD E. CHRISTENBERRY
Boyd E. Christenberry |
|
Director |
|
* |
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/s/ C. LEE ELLIS
C. Lee Ellis |
|
Director |
|
* |
|
/s/ STEVE DUNN
Steve Dunn |
|
Director |
|
* |
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/s/ JAMES I. HARRISON,
JR.
James I. Harrison, Jr. |
|
Director |
|
* |
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Name
|
|
Title
|
|
Date
|
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/s/ B. PHIL
RICHARDSOn
B. Phil Richardson |
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Director |
|
* |
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/s/ JOHN R.
THOMAS
John R. Thomas |
|
Director |
|
* |
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/s/ JAMES A.
TOLAR
James A. Tolar |
|
Director |
|
* |
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/s/ RUSSELL R.
WIGGINS
Russell R. Wiggins |
|
Director |
|
* |
|
/s/ DEAN WYSNER
Dean Wysner |
|
Director |
|
* |
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/s/ STEPHEN G.
RUTLEDGE
Stephen G. Rutledge |
|
Chief Financial Officer |
|
* |
* June 28, 2002
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EXHIBIT INDEX
Exhibit Number
|
|
Description of Exhibits
|
|
5.1 |
|
Opinion of Balch & Bingham LLP |
|
5.2 |
|
IRS Determination Letter. |
|
23.1 |
|
Consent of KPMG LLP. |
|
23.2 |
|
Consent of Balch & Bingham LLP. (contained in Exhibit 5.1) |
|
24 |
|
Power of Attorney, contained at the signature page of this registration statement and incorporated herein by
reference. |
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