UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CRAWFORD & COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
Georgia 58-0506554
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5620 Glenridge Drive, N.E., Atlanta, Georgia 30342
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(Address of Principal Executive Offices) (Zip Code)
CRAWFORD & COMPANY EXECUTIVE STOCK BONUS PLAN
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(Full Title of the Plan)
Mr. R. Eric Powers, III
5620 Glenridge Dr., N.E.
Atlanta, Georgia 30342
(Name and Address of Agent For Service)
(404) 256-0830
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Title of each class of Proposed maximum Proposed maximum Amount of
securities to be Amount to be offering price aggregate registration
registered registered (1) per share (2) offering price (2) fee (2)
---------------------- ------------- ---------------- ----------------- ------------
Class A Common
Stock, par value
$1.00 per share 4,000,000 $7.27 $29,080,000.00 $3,422.72
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers such indeterminate number of additional
securities as may become issuable under the plan as the result of any
future stock splits, stock dividends or similar adjustment of the
Registrant's common stock.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h)(1) on the basis of the average of the high and low
prices for Registrant's Class A Common Stock reported in the consolidated
reporting system on June 1, 2005.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent or
given to participants in the Crawford & Company Executive Stock Bonus Plan (the
"Plan") of Crawford & Company (the "Company" or "Registrant"), as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
In accordance with the instructions of Part I of Form S-8, such documents will
not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents and the
documents incorporated by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus as required by
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission are
hereby incorporated by reference into this Registration Statement:
(a) The Annual Report of the Registrant on Form 10-K for the fiscal year ended
December 31, 2004.
(b) All other reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 2004.
(c) The Description of the Registrant's Securities to be Registered section
from the Company's Registration Statement on Form 8-A, as filed with the
Securities and Exchange Commission on July 16, 1990, pursuant to Section 12(b)
of the Exchange Act.
All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder 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. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The following is a summary of each statute, bylaw provision and insurance policy
under which a director, officer, employee or agent of the Registrant may be
entitled to indemnification against liabilities in his capacity as such.
Georgia Corporation Law
Sections 14-2-850 through 14-2-859 of the Georgia Business Corporation Code (the
"Georgia Code") generally provide that a corporation may indemnify any director,
officer, employee or agent against expenses actually and reasonably incurred by
him in connection with any action to which he is made a party by reason of his
being or having been a director, officer, employee or agent of the corporation
if such person acted in a manner he believed in good faith to be in or not
opposed to the best interests of the corporation and in the case of a criminal
action had no reasonable cause to believe his conduct was unlawful. However, if
the action is brought by or in the right of the corporation, the Georgia Code
provides that indemnification of directors shall be limited to the reasonable
expenses incurred by such person in connection with the proceeding. No
indemnification shall be provided any director as to any claim, issue, or matter
brought by or in the right of the corporation as to which such person shall have
been adjudged to have been liable to the corporation, or in any other proceeding
in which such person shall have been adjudged to be liable on the basis that
personal benefit was improperly received by him, unless and to the extent that
the court in which the suit was brought or other court of competent jurisdiction
shall have determined upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper. The Georgia Code also provides that to the extent that a
director or officer of a corporation has been wholly successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to above, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith. In addition, Section 14-2-202 of the Georgia Code permits
a corporation to include in its articles of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its shareholders for monetary damages, for breach of duty of care or other
duty as a director, except (i) for any appropriation, in violation of his
duties, of any business opportunity of the corporation, (ii) for acts or
omissions which involve intentional misconduct or a knowing violation of law,
(iii) for liability under Section 14-2-832 of the Georgia Code (involving
certain distributions), or (iv) for any transaction from which the director
received an improper benefit.
Charter Provisions
Article IV of the Registrant's Restated Articles of Incorporation limits the
personal liability of a director of the Registrant or its shareholders as
provided in Section 14-2-202 of the Georgia Code.
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Restated By-laws Provisions
Article VI, Section 1, of the Registrant's Restated By-laws provides that the
Registrant shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action (other than an
action by or in the right of the Registrant) by reason of the fact that he is or
was a director, officer, employee or agent of the Registrant or serving in any
of such capacities at the Registrant's request in another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including court costs and attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, 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 Registrant, and with respect to
any criminal action, if he had no reasonable cause to believe his conduct was
unlawful.
Article VI, Section 2 of the Registrant's Restated By-laws provides that the
Registrant shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action by or in the
right of the Registrant 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 Registrant or
was serving in any of such capacities at the request of the Registrant with any
other corporation, partnership, joint venture, trust or other enterprise against
expenses (including court costs and attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action 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 Registrant, except that 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 Registrant,
indemnification will be permitted only to the extent that the court in which the
action was brought finds that despite the adjudication of liability but in view
of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
Article VI, Section 3 of the Registrant's Restated By-laws provides that to the
extent that a director, officer, employee or agent of the Registrant shall be
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of Article VI of the Registrant's
Restated By-laws or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including court costs and attorneys' fees)
actually and reasonably incurred by him in connection therewith.
Article VI, Section 4 of the Registrant's Restated By-laws provides that any
indemnification under Sections 1 and 2 of Article VI (unless ordered by a court)
shall be made by the Registrant only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he had met the applicable standard of
conduct set forth in Sections 1 and 2 of Article VI. Such determination shall be
made (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable but a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the shareholders.
Article VI, Section 5, of the Registrant's Restated By-laws provides that
expenses incurred in defending a civil or criminal action, suit or proceeding
may be paid by the Registrant in
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advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors in the manner provided in Section 4 of
Article VI upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Registrant as authorized
in Article VI, and, if such person is a director, upon receipt of a written
affirmation of such director's good faith belief that he has met the standards
of conduct required by the Georgia Code.
Article VI, Section 6, of the Registrant's Restated By-laws provides that
Article VI shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any agreement, vote of shareholders, or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such person.
Article VI, Section 7, of the Registrant's Restated By-laws provides that the
Board of Directors may authorize, by a vote of the majority of the full board,
the Registrant to purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Registrant or was serving
in any of such capacities at the request of the Registrant with any other
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Registrant would have the
power to indemnify him against such liability under the provisions of Article
VI.
Insurance
The Registrant maintains Directors' and Officers' Liability Insurance policies
which provide for payment by the insurers for losses arising from any claim or
claims against an officer or director of the Registrant by reason of any actual
or alleged breach of duty, neglect, error, misstatement, misleading statement,
omission or other act done or wrongfully attempted by them in such capacities,
in connection with any matter claimed against them solely by reason of their
serving in any of such capacities, but only when the Registrant is required or
permitted by law to pay amounts as indemnity to the directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Regulation S-K Reference No.
4.1 Restated Articles of Incorporation of Crawford & Company filed April 23,
1991.
4.2 Restated By-laws of Crawford & Company, as amended (incorporated by
reference to Exhibit 3.1 to Registrant's quarterly report on Form 10-Q for
the year ended March 31, 2004).
5
4.3 Crawford & Company Executive Stock Bonus Plan (incorporated by reference
to Appendix A on page A-1 of Registrant's Proxy Statement for the Annual
Meeting of Shareholders held on April 26, 2005).
5.1 Opinion of Registrant's counsel regarding legality of shares.
23.1 Consent of Ernst & Young, LLP.
23.2 Consent of Registrant's counsel (contained in opinion filed as Exhibit
5.1).
24.1-8 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
(a) 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.
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 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 a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;
(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 (a)(l)(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 or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 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.
(b) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report
6
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 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 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 Atlanta, State of Georgia, on the 3rd day of June
2005.
CRAWFORD & COMPANY
Date: June 3, 2005 By /s/ Thomas W. Crawford
-----------------------------
THOMAS W. CRAWFORD, President
and Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
NAME AND TITLE
Date: June 3, 2005 /s/ Thomas W. Crawford
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THOMAS W. CRAWFORD, President and
Chief Executive Officer (Principal
Executive Officer) and Director
Date: June 3, 2005 /s/ J. F. Giblin
---------------------------------------
J. F. GIBLIN, Executive Vice President-
Finance (Principal Financial Officer)
Date: June 6, 2005 /s/ W. B. Swain
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W. B. SWAIN, Senior Vice President
and Controller (Principal
Accounting Officer)
Date: June 3, 2005 *
-------------------------
J. HICKS LANIER, Director
Date: June 3, 2005 *
---------------------------
JESSE C. CRAWFORD, Director
Date: June 3, 2005 *
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LARRY L. PRINCE, Director
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NAME AND TITLE
Date: June 3, 2005 *
---------------------------------
JOHN A. WILLIAMS, Director
Date: June 3, 2005 *
---------------------------------
E. JENNER WOOD, III, Director
Date: June 3, 2005 *
---------------------------------
CLARENCE H. RIDLEY, Director
Date: June 3, 2005 *
---------------------------------
ROBERT T. JOHNSON, Director
Date: June 3, 2005 *
---------------------------------
JAMES D. EDWARDS, Director
Date: June 3, 2005 *By /s/ Peter J. Rescigno
---------------------------------
Peter J. Rescigno - As attorney-in-fact
for the Directors above whose name an
asterisk appears.
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EXHIBIT INDEX
Sequential
Page Number
Exhibit No. Description of Exhibit of Exhibit
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4.1 Restated Articles of Incorporation of Crawford &
Company filed April 23, 1991. 11-14
4.2 Restated By-laws of Crawford & Company, as amended
(incorporated by reference to Exhibit 3.1 to
Registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 2004).
4.3 Crawford & Company Executive Stock Bonus Plan
(incorporated by reference to Appendix A on Page A-1
of Registrant's Proxy Statement for the Annual
Meeting of Shareholders held April 26, 2005)
5.1 Opinion of Registrant's counsel regarding legality
of shares. 15
23.1 Consent of Ernst & Young, LLP. 16
23.2 Consent of Registrant's counsel (contained in
opinion filed as Exhibit 5.1).
24.1-8 Powers of Attorney. 17-24
10