As filed with the Securities and Exchange Commission on December 23, 2002.
Registration No. 333-30650
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
HILB, ROGAL AND HAMILTON COMPANY
(Exact Name of Registrant as Specified in its Charter)
Virginia 54-1194795
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
4951 Lake Brook Drive, Suite 500, Glen Allen, Virginia 23060
(Address of Principal Executive Offices) (Zip Code)
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HILB, ROGAL AND HAMILTON COMPANY
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Walter L. Smith, Esq.
Senior Vice President, General Counsel and Secretary
Hilb, Rogal and Hamilton Company
4951 Lake Brook Drive, Suite 500
Glen Allen, Virginia 23060
(804) 747-6500
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference and
made a part hereof:
(1) the Registrant's Annual Report on Form 10-K (the "Form 10-K")
for the fiscal year ended December 31, 1998, File No. 0-15981;
(2) the portions of the Registrant's definitive Proxy Statement
for the Annual Meeting of Shareholders held on June 8, 1999
that have been incorporated by reference into the Form 10-K;
(3) the Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999, June 30, 1999 and September 30,
1999, File No. 0-15981;
(4) the Registrant's Current Reports on Form 8-K, filed on April
1, 1999 and May 14, 1999, File No. 0-15981; and
(5) the description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form S-3, File No.
33-56488, effective March 1, 1993.
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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or 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 which also is or is deemed to be incorporated by reference herein
modifies or supersedes such earlier 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 4. Description of Securities
Not applicable.
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Item 5. Interests of Named Experts and Counsel
Williams Mullen, counsel to the Registrant, has rendered its opinion
that the Common Stock, when issued pursuant to the terms and conditions of the
Plan, will be legally issued, fully paid and non-assessable. Upon the original
filing of this registration statement on February 17, 2000 and the issuance of
its opinion contained therein, Williams Mullen did not have a substantial
interest in the Registrant or its subsidiaries requiring disclosure herein.
Item 6. Indemnification of Directors and Officers
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the
"Code") permits a Virginia corporation to indemnify any director or officer for
reasonable expenses incurred in any legal proceeding in advance of final
disposition of the proceeding, if the director or officer furnishes the
corporation a written statement of his good faith belief that he or she has met
the standard of conduct prescribed by the Code and furnishes the corporation a
written undertaking to repay any advance if it is ultimately determined that he
or she did not meet the standard of conduct, and a determination is made by the
board of directors that such standard has been met. In a proceeding by or in the
right of the corporation, no indemnification shall be made in respect of any
matter as to which an officer or director is adjudged to be liable to the
corporation, unless the court in which the proceeding took place determines
that, despite such liability, such person is reasonably entitled to
indemnification in view of all of the relevant circumstances. In any other
proceeding, no indemnification shall be made if the director or officer is
adjudged liable to the corporation on the basis that he improperly received a
personal benefit. Corporations are given the power to make any other or further
indemnity, including advance of expenses, to any director or officer that may be
authorized by the articles of incorporation or any bylaw made by the
shareholders, or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a knowing
violation of the criminal law. Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he or she entirely
prevails in the defense of any proceeding to which he or she is a party because
he or she is or was a director or officer.
The Articles of Incorporation of the Registrant contain provisions
indemnifying the directors and officers of the Registrant to the full extent
permitted by Virginia law. In addition, the Articles of Incorporation of the
Registrant eliminate the personal liability of the Registrant's directors and
officers to the Registrant or its shareholders for monetary damages to the full
extent permitted by Virginia law.
Item 7. Exemption from Registration Claimed
Not applicable.
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Item 8. Exhibits
The following exhibits are filed on behalf of the Registrant as part of this
Registration Statement:
4.1 Articles of Incorporation of the Registrant, incorporated by
reference to Exhibit 4.1 of the Registrant's Registration
Statement on Form S-3, File No. 33-56488.
4.2 Amended and Restated Bylaws of the Registrant, incorporated by
reference to Exhibit 3.2 of the Registrant's Form 10-K for the
year ended December 31, 1998, File No. 0-15981.
4.3 Hilb, Rogal and Hamilton Company Employee Stock Purchase Plan
as amended and restated effective November 25, 2002. *
4.4 Form of Common Stock Certificate, incorporated by reference to
Exhibit 1 of the Registrant's Form 8-A Registration Statement,
filed June 12, 1987, File No. 0-15981.
5.1 Opinion of Williams, Mullen, Clark & Dobbins.
23.1 Consent of Williams, Mullen, Clark & Dobbins (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney (included on Signature Page to original
filing).
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*Filed herewith
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;
(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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was
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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 Commission
pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than 20 percent 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 the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraph (1)(i) and (1)(ii)
shall not apply if the registration statement is on
Form S-3, Form S-8 or Form 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 Commission 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 that 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
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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.
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SIGNATURES
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 Henrico County, Commonwealth of Virginia, on this 23 day of
December, 2002.
HILB, ROGAL AND HAMILTON COMPANY
By: *
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Andrew L. Rogal
Chairman and Chief Executive Officer
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.
Signature Title Date
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* Chairman of the Board and Chief December 23, 2002
----------------------------------------- Executive Officer and Director
Andrew L. Rogal (Principal Executive Officer)
* Senior Vice President, Chief Financial December 23, 2002
----------------------------------------- Officer and Treasurer (Principal
Carolyn Jones Financial Officer)
* Vice President and Controller December 23, 2002
----------------------------------------- (Principal Accounting Officer)
Robert W. Blanton, Jr.
* Chairman Emeritus and Director December 23, 2002
-----------------------------------------
Robert H. Hilb
* President, Chief Operating Officer and December 23, 2002
----------------------------------------- Director
Martin L. Vaughan, III
* Executive Vice President, Finance and December 23, 2002
----------------------------------------- Administration and Director
Timothy J. Korman
Executive Vice President December 23, 2002
----------------------------------------- and Director
Thomas A. Golub
* Director December 23, 2002
-----------------------------------------
Theodore L. Chandler, Jr.
* Director December 23, 2002
-----------------------------------------
Norwood H. Davis, Jr.
Director December 23, 2002
-----------------------------------------
Robert W. Fiondella
Director December 23, 2002
-----------------------------------------
J.S.M. French
* Director December 23, 2002
-----------------------------------------
Anthony F. Markel
* Director December 23, 2002
-----------------------------------------
Thomas H. O'Brien
Director December 23, 2002
-----------------------------------------
Julious P. Smith, Jr.
* Director December 23, 2002
-----------------------------------------
Robert S. Ukrop
* Director December 23, 2002
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David W. Searfoss
* Walter L. Smith, by signing his name hereto, signs this document on
behalf of each of the persons indicated by an asterisk above pursuant to powers
of attorney duly executed by such persons and previously filed with the
Securities and Exchange Commission as part of this Registration Statement.
Date: December 23, 2002 /s/ Walter L. Smith
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Walter L. Smith
Attorney-in-Fact
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
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Exhibit
Number Description of Exhibit
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4.1 Articles of Incorporation of the Registrant, incorporated by
reference to Exhibit 4.1 of the Registrant's Registration
Statement on Form S-3, File No. 33-56488.
4.2 Amended and Restated Bylaws of the Registrant, incorporated by
reference to Exhibit 3.2 of the Registrant's Form 10-K for the
year ended December 31, 1998, File No. 0-15981.
4.3 Hilb, Rogal and Hamilton Company Employee Stock Purchase Plan,
as amended and restated effective November 25, 2002.*
4.4 Form of Common Stock Certificate, incorporated by reference to
Exhibit 1 of the Registrant's Form 8-A Registration Statement,
filed June 12, 1987, File No. 0-15981.
5.1 Opinion of Williams Mullen.
23.1 Consent of Williams Mullen (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney (included on Signature Page to original
filing).
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*Filed herewith