As filed with the Securities and Exchange Commission on November 28, 2001
Registration No. 333-_____
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PICO HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
California 94-2723335
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
875 Prospect Street, Suite 301
La Jolla, CA 92037
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(Address of principal executive offices) (Zip code)
INDIVIDUAL NONSTATUTORY STOCK OPTION AGREEMENTS
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(Full title of the plan)
Maxim C.W. Webb
Chief Financial Officer and Treasurer
PICO Holdings, Inc.
875 Prospect Street, Suite 301
La Jolla, CA 92037
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: 858-456-6022
This registration statement, including all exhibits and attachments, contains 9
pages. The exhibit index may be found on page 7 of the consecutively numbered
pages of the registration statement.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered(1) registered(2) price per share(3) share(3) registration fee
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Individual Nonstatutory Stock Option Agreements with Maxim Webb, Raymond Webb, and John Perri
Common Stock
Par Value $0.001 46,223 $ 15.00 $693,345.00 $173.34
Individual Nonstatutory Stock Option Agreement with Maxim Webb
Common Stock
Par Value $0.001 10,665 $ 13.25 $141,311.25 $ 35.33
TOTAL 56,888 $834,656.25 $208.67
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(1) The securities to be registered include options to acquire such Common
Stock.
(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with
any stock split, stock dividend or similar transaction.
(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price is based on the exercise price pursuant to
the Nonstatutory Stock Option Agreements between the Company and Raymond
Webb, Maxim Webb, and John Perri.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
PICO Holdings, Inc. (the "Company") hereby incorporates by reference in
this registration statement the following documents:
(a) The Company's latest report on Form 10-K filed on March 29, 2001,
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), containing audited financial statements for the
Company's latest fiscal year ended December 31, 2000, as filed with the
Commission.
(b) The Company's quarterly reports on Form 10-Q for the quarters ended
March 31, June 30, and September 30, 2001 filed pursuant to Section 13(a) or
15(d) of the Exchange Act, as filed with the Securities and Exchange Commission
on May 9, August 7 and November 7, 2001, respectively, and the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission on March
20, 2001.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement 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 in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
The Company's Amended and Restated Articles of Incorporation provide
that the liability of the directors for monetary damages shall be eliminated to
the fullest extent permissible under California law. Pursuant to California law,
the Company's directors shall not be liable for monetary damages for breach of
the directors' fiduciary duty of care to the Company and its shareholders.
However, this provision does not eliminate the duty of care, and in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under California law. In addition,
each director will continue to be subject to liability for (i) acts or omissions
that involve intentional misconduct or a knowing and culpable violation of law,
(ii) acts or omissions that a director believes to be contrary to the best
interests of the Company or its shareholders or that involve the absence of good
faith on the part of the director, (iii) any transaction from which a director
derived an improper personal
benefit, (iv) acts or omissions that show a reckless disregard for the
director's duty to the Company or its shareholders in circumstances in which the
director was aware, or should have been aware, in the ordinary course of
performing a director's duties, of a risk of serious injury to the Company or
its shareholders, (v) acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the Company
or its shareholders, (vi) any transaction that constitutes an illegal
distribution or dividend under California law, and (vii) any transaction
involving an unlawful conflict of interest between the director and the Company
under California law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
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;
(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; and
(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 (l)(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 Exchange Act 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
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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 La Jolla, State of California, on November 27,
2001.
PICO Holdings, Inc.
By: /s/ Maxim C.W. Webb
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Maxim C.W. Webb, Chief Financial
Officer and Treasurer
POWER OF ATTORNEY
The officers and directors of PICO Holdings, Inc. whose signatures
appear below, hereby constitute and appoint Maxim C.W. Webb and James F. Mosier,
and each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their or his substitutes, shall do or cause to be
done by virtue hereof. 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 indicated on November 27, 2001.
Signature Title
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/s/ Ronald Langley Chairman of the Board, Director
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Ronald Langley
/s/ John R. Hart President, Chief Executive Office, Director
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John R. Hart
/s/ Maxim C.W. Webb Chief Financial Officer and Treasurer
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Maxim C.W. Webb
/s/ Robert R. Broadbent Director
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Robert R. Broadbent
/s/ S. Walter Foulkrod, III Director
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S. Walter Foulkrod, III, Esq.
/s/ Richard D. Ruppert Director
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Richard D. Ruppert, M.D.
/s/ John D. Weil Director
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John D. Weil
/s/ Carlos C. Campbell Director
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Carlos C. Campbell
EXHIBIT INDEX
4.1 Amended and Restated Articles of Incorporation of the Company is
incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form 8-K filed on December 4, 1996
4.2 Amended and Restated Bylaws of the Company are incorporated by
reference to Exhibit 3.2.2 to Amendment No. 2 to the Company's
Registration Statement on Form S-4 filed on October 2, 1996 (File
No. 333-06671)
4.3 Agreement and Plan of Reorganization dated as of May 1, 1996
among Citation Insurance Group, Citation Holding, Inc. and
Physicians Insurance Company of Ohio and amendment thereto dated
August 14, 1996, is incorporated by reference to exhibit filed
with Amendment No. 2 to the Company's Registration Statement on
Form S-4 filed on October 2, 1996 (File No. 333-06671).
4.4 Second Amendment to Agreement and Plan of Reorganization dated
November 12, 1996 is incorporated by reference to Exhibit 2.3 to
the Company's Registration Statement on Form 8-K filed on
December 4, 1996.
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (included in signature pages to this
registration statement).