As filed with the Securities and Exchange Commission on July 30, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
Independence Holding Company
(Exact name of registrant as specified in its charter)
Delaware 58-1407235
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
96 Cummings Point Road
Stamford, Connecticut 06902
(Address of Principal Executive Offices)
_______________
Independence Holding Company
2003 Stock Incentive Plan
(Full Title of the Plan)
_______________
David Kettig
Vice President -- Legal and Secretary
Independence Holding Company
96 Cummings Point Road
Stamford, Connecticut 06902
(Name and Address of Agent for Service)
(203) 358-8000
(Telephone Number, Including Area Code,
of Agent for Service)
CALCULATION OF REGISTRATION FEE
------------------ -------------- ------------------- ------------------ ------------
Title of Proposed Maximum Proposed Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
------------------ -------------- ------------------- ------------------ ------------
Common Stock 350,000 $21.42 (1) $7,497,000 $949.87
(par value $1.00
per share)
------------------ -------------- ------------------- ------------------ ------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended. The
Proposed Maximum Offering Price Per Share is based upon the average of the
high and low prices of Registrant's common stock on the Nasdaq National
Market on July 28, 2004, which is within five (5) business days prior to
the date of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Independence Holding Company (the "Registrant") hereby incorporates by
reference in this Registration Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2003;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2004;
(c) The Registrant's Current Reports on Form 8-K filed March 8, 2004,
May 7, 2004, June 9, 2004, June 21, 2004, June 23, 2004, July 1,
2004, July 14, 2004, July 15, 2004 and July 29, 2004.
(d) The description of the common stock of the Registrant, as set
forth in the Registrant's Post-Effective Amendment No. 2 on Form
S-3 to Registration Statement on Form S-11, (No. 002-40517-99).
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, 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 such securities then 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.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers, as well as other employees and
individuals, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by any such person
in connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent of the Registrant. The
Delaware General Corporation Law provides that Section 145 is not exclusive of
other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
The Registrant's Bylaws provide for indemnification by the Registrant of its
directors and officers to the fullest extent permitted by Delaware General
Corporation Law.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation 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
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchase, redemptions or
other distributions, or (iv) for any transaction from which the director derived
an improper personal benefit. The Registrant's Certificate of Incorporation
provides for indemnification of its directors in connection with any proceeding
to the fullest extent permitted by law.
The Registrant has obtained directors' and officers' insurance
providing indemnification for certain of the Registrant's directors, officers
and employees for certain liabilities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
-------------- -----------
4.1 Independence Holding Company 2003 Stock Incentive
Plan (incorporated by reference to the Proxy
Statement for the Registrant's Annual Meeting of
Stockholders held on June 20, 2003).
5.1 Opinion of Kramer Levin Naftalis & Frankel LLP
(including consent).
23.1 Consent of KPMG LLP.
23.2 Consent of Kramer Levin Naftalis & Frankel LLP
(included in Exhibit 5.1 above).
24.1 Power of Attorney (contained in Signature Page
hereto).
Item 9. Undertakings.
The 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 to include any material
information with respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such information in this
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; and
(4) 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 (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 this
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 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.
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 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 Stamford, State of Connecticut on this 29th day of
July, 2004.
Independence Holding Company
By: /s/ Roy T. K. Thung
---------------------------------
Name: Roy T. K. Thung
Title: President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Roy T. K. Thung his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or 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 and on the dates indicated.
Signature Title(s) Date
--------- -------- ----
President and Chief Executive July 29, 2004
/s/ Roy T. K. Thung Officer (Principal Executive
---------------------------- Officer)
Roy T. K. Thung
/s/ Teresa A. Herbert Vice President and Chief Financial July 29, 2004
---------------------------- Officer (Principal Financial and
Teresa A. Herbert Accounting Officer)
/s/ Larry R. Graber Director July 29, 2004
----------------------------
Larry R. Graber
/s/ Allan C. Kirkman Director July 29, 2004
----------------------------
Allan C. Kirkman
/s/ Steven B. Lapin Director and Vice Chairman July 29, 2004
----------------------------
Steven B. Lapin
/s/ Edward Netter Director and Chairman July 29, 2004
----------------------------
Edward Netter
/s/ Robert P. Ross, Jr. Director July 29, 2004
----------------------------
Robert P. Ross, Jr.
/s/ James G. Tatum Director July 29, 2004
----------------------------
James G. Tatum
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
4.1 Independence Holding Company 2003 Stock Incentive
Plan (incorporated by reference to the Proxy
Statement for the Registrant's Annual Meeting of
Stockholders held on June 20, 2003).
5.1 Opinion of Kramer Levin Naftalis & Frankel LLP
(including consent).
23.1 Consent of KPMG LLP.
23.2 Consent of Kramer Levin Naftalis & Frankel LLP
(included in Exhibit 5.1 above).
24.1 Power of Attorney (contained in Signature Page
hereto).