As filed with the Securities and Exchange Commission on August 8, 2001.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement Under The Securities Act of 1933
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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 registrant's principal executive offices)
Savings and Profit Sharing Plan and Trust Agreement
of
Alfa Mutual Insurance Company
(401(k) Plan)
(Full Title of Plans)
-------------------
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)
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Copies to:
Michael D. Waters
Balch & Bingham LLP
No. 2 Dexter Avenue
Montgomery, Alabama 36104-3515
(334)834-6500
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CALCULATION OF REGISTRATION FEE
Title of each class Proposed Maximum Proposed Maximum Amount
of Securities Amount to be Offering Price Aggregate of
to be Registered Registered Per Share Offering Price Registration Fee (1)
Common Stock
$1.00 par value 1,000,000 Not Applicable $24,280,000 $6,070
(1) Computed in accordance with Rule 457(c) and (h) based upon the market value
of Registrant's common stock at August 6, 2001.
(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.
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PART I
EXPLANATORY NOTE
Alfa Corporation is filing this Registration Statement on Form S-8 in order
to register 1,000,000 shares of its common stock, par value $1.00 per share, to
be offered or sold pursuant to the terms and conditions of the Savings and
Profit Sharing Plan and Trust Agreement of Alfa Mutual Insurance Company (401(k)
Plan).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Alfa Corporation with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000, 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 Registrant's common stock contained in the
Registrant's Registration Statement on Form S-2 filed April 19, 1988.
All documents subsequently filed by the Registrant 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 Registrant's 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 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 law, (iii) under
Section 174 of the Delaware Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit.
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Article VI of the Registrant's Certificate of Incorporation provides that
the Registrant shall indemnity 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 if fairly
and reasonably entitled to indemnify 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 Opinion of Balch & Bingham LLP regarding certain legal matters.
15 Letter re unaudited interim financial information by KPMG LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Balch & Bingham LLP (contained in their legal opinion at
Exhibit 5 above).
24 Power of Attorney, contained at the signature page of this
registration statement and incorporated herein by reference.
Neither an opinion of counsel concerning compliance with the requirements of
ERISA nor an Internal Revenue Service determination letter that the plan is
qualified under Section 401 of the Internal Revenue Code is included. Registrant
undertakes that the Registrant will submit the plan and the amendments thereto
to the Internal Revenue Service ("IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the plan.
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.
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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
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 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.
(b) The 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 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.
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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 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 August 8, 2001.
ALFA CORPORATION
By:/s/ Jerry A. Newby
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Chairman of the Board, CEO and
President
We, the undersigned directors of Alfa Corporation, do hereby constitute and
appoint H. Al Scott 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
--------- ----- ----
/s/ Jerry A. Newby Chairman of the Board, CEO
------------------------ and President (Principal Executive *
Jerry A. Newby Officer)
/s/ Stephen G. Rutledge
------------------------ Chief Financial Officer *
Stephen G. Rutledge
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-------------------------- Director *
Boyd E. Christenberry
-------------------------- Director *
Steve Dunn
/s/ C. Lee Ellis
-------------------------- Director *
C. Lee Ellis
/s/ James I. Harrison, Jr.
-------------------------- Director *
James I. Harrison, Jr.
/s/ Hal F. Lee
-------------------------- Director *
Hal F. Lee
/s/ B. Phil Richardson
-------------------------- Director *
B. Phil Richardson
/s/ John R. Thomas
-------------------------- Director *
John R. Thomas
-------------------------- Director *
James A. Tolar
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/s/ Russell R. Wiggins
------------------------ Director *
Russell R. Wiggins
/s/ Dean Wysner
------------------------ Director *
Dean Wysner
* August 8, 2001
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibits
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5 Opinion of Balch & Bingham LLP regarding certain legal matters.
15 Letter re unaudited interim financial information by KPMG LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Balch & Bingham LLP (contained in their legal opinion at
Exhibit 5 above).
24 Power of Attorney, contained at the signature page of this
registration statement and incorporated herein by reference.
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