-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BM05xdMN+sepKg5hVfI9G3ethNOg8Xaa8qPS1Lv4ZM9FiwSs+d1epT0EzfvElMgN In0oV0wD3baZTC42hQoa1Q== 0000950147-01-500221.txt : 20010207 0000950147-01-500221.hdr.sgml : 20010207 ACCESSION NUMBER: 0000950147-01-500221 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010206 EFFECTIVENESS DATE: 20010206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONTIER ADJUSTERS OF AMERICA INC CENTRAL INDEX KEY: 0000735349 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 860477573 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-55024 FILM NUMBER: 1525441 BUSINESS ADDRESS: STREET 1: 45 E MONTEREY WAY STREET 2: STE 202 CITY: PHOENIX STATE: AZ ZIP: 85011 BUSINESS PHONE: 6022641061 MAIL ADDRESS: STREET 1: P O BOX 7610 CITY: PHOENIX STATE: AZ ZIP: 85011 FORMER COMPANY: FORMER CONFORMED NAME: FRONTIER FINANCIAL CORP /AZ DATE OF NAME CHANGE: 19861114 S-8 1 e-6209.txt FORM S-8 OF FRONTIER ADJUSTERS OF AMERICA, INC. As filed with the Securities and Exchange Commission on February 5, 2001 Registration No. 333-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 FRONTIER ADJUSTERS OF AMERICA, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Arizona 86-0477573 - --------------------------------- ---------------------- (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 45 East Monterey Way Phoenix, Arizona 85012 --------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) FRONTIER ADJUSTERS OF AMERICA, INC. 1996 STOCK OPTION PLAN ----------------------------------------------------- (Full Title of the Plan) John M. Davies Director, Chairman of the Board, Chief Executive Officer and President Frontier Adjusters of America, Inc. 45 East Monterey Way, Phoenix, Arizona 85012 (602) 264-1061 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number, Including Area Code, of Agent for Service) This Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission, and sales of the registered securities will begin as soon as reasonably practicable after such effective date. ================================================================================ CALCULATION OF REGISTRATION FEE
======================================================================================== Title of Proposed Maximum Proposed Maximum Amount of Securities to Amount to be Offering Price Aggregate Registration be Registered Registered(1) Per Share Offering Price Fee - ---------------------------------------------------------------------------------------- Common Stock 299,900 Shares $1.525(2) $457,347.50 $114.34 ========================================================================================
(1) Represents 299,900 shares issuable under the 1996 Stock Option Plan. This Registration Statement shall also cover any additional shares which become issuable under the 1996 Stock Option Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of outstanding shares of Common Stock of Frontier Adjusters of America, Inc. (2) Calculated for purposes of this offering under Rule 457(h) and Rule 457(c) of the Securities Act of 1933, as amended, using the average of the high and low prices reported by the consolidated reporting system for the Common Stock of Frontier Adjusters of America, Inc. on February 1, 2001. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE Frontier Adjusters of America, Inc. (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"): (a) The Registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or the latest prospectus filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"), that contains audited financial statements for the Registrant's latest fiscal year for which such statements have been filed; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year, covered by the document 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 (File No. 33-41566) filed with the Commission on August 21, 1991. All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference into 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. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Registrant's Amended and First Restated Articles of Incorporation, (the "Articles") require the Registrant to indemnify and advance expenses to any person who incurs liability or expense by reason of such person acting as a director or officer of the Corporation, to the fullest extent allowed by the Arizona Business Corporation Act (the "Business Corporation Act"). This indemnification is mandatory with respect to directors and officers in all circumstances in which indemnification is permitted by the Business Corporation Act, subject to the requirements of the Business Corporation Act. In addition, the Registrant may, in its sole discretion, indemnify and advance expenses, to the fullest extent allowed by the Business Corporation Act, to any person who incurs liability or expense by reason of such person acting as an officer, employee or agent of the Registrant, except where indemnity is mandatory pursuant to the Business Corporation Act, in which case the Registrant is required to indemnify to the fullest extent required by the Business Corporation Act. The effect of these provisions is described below: II-1 REQUIRED INDEMNIFICATION The Articles and the Business Corporation Act require the Registrant to indemnify all directors and officers of the Registrant who are not directors against "liability" as defined below. The Articles and the Business Corporation Act also require the Registrant to indemnify against reasonable "expenses," as defined below, any director or officer who is the prevailing party in a defense of any proceeding to which the director or officer is a party because such person is or was a director or officer of the Registrant. In addition, the Business Corporation Act requires the Registrant to pay expenses to "Outside Directors," as defined below, in advance of a final disposition of the proceeding if: (i) the Director furnishes to the Registrant a written affirmation ("Affirmation") of his or her good faith belief that: (a) his or her conduct was in good faith, (b) he or she reasonably believes that the conduct was in the best interests of the Registrant, or at least not opposed to the Registrant's best interests, and (c) in the case of any criminal proceeding, he or she had no reasonable cause to believe the conduct was unlawful (the "Standard of Conduct"); and (ii) the director provided the Registrant with a written undertaking (the "Undertaking") to repay the advance if it ultimately is determined that the director did not meet the Standard of Conduct. However, the Business Corporation Act prohibits the Registrant from advancing expenses to an Outside Director if a court determines, before payment, that the director failed to meet the Standard of Conduct, and the court does not otherwise authorize indemnification. The Articles and the Business Corporation Act also require the Registrant to indemnify a director who is not an Outside Director against liability, but only if the Registrant is advised in the specific case after a determination has been made by either (i) a majority of the members of the Board of Directors who are not at the time parties to the proceeding, (ii) special legal counsel, or (iii) the shareholders of the Registrant, excluding shares owned by or voted under the control of directors who are at the time parties to the proceeding) that the director has met the Standard of Conduct (a "Determination"). In addition, the Business Corporation Act prohibits the Registrant from indemnifying a director who is not an Outside Director in connection with a proceeding by or in the rights of the Registrant in which the director is adjudged liable to the Registrant or in connection with a proceeding in which the director was adjudged liable on the basis that the director improperly received a personal benefit. As permitted by the Business Corporation Act, the Articles also require the Registrant to pay for or reimburse the reasonable expenses of a director who is not an Outside Director in advance of the final disposition of a proceeding if a director furnishes the Registrant with an Affirmation, an Undertaking, and a Determination is made that the facts then known to the persons making the Determination would not preclude indemnification under the Business Corporation Act. OPTIONAL INDEMNIFICATION The Articles and the Business Corporation Act permit the Registrant, in its sole discretion, to indemnify against liability and advance expenses to, employees or agents who are not an officer or director to the same extent as an officer or director. However, the Business Corporation Act prohibits the Registrant from indemnifying such persons against liability unless a II-2 Determination is made that indemnification is permissible because the person has met the Standard of Conduct. The Business Corporation Act permits the Registrant to pay for or reimburse expenses to an employee or agent who is not a director in advance of a formal disposition of the proceeding, but only if the person furnishes to the Registrant an Affirmation and an Undertaking and a Determination is made that the facts then known to the persons making the Determination would not otherwise preclude indemnification. COURT-ORDERED INDEMNIFICATION The Articles and the Business Corporation Act permit a director or officer of the Registrant to apply to a court for indemnification, in which case the court may, subject to certain conditions, order the Registrant to indemnify such person for all or part of the person's liability and expenses. DEFINITIONS The Business Corporation Act defines "Outside Director" to mean a director who, when serving as a director, was not an officer, employee or holder of more than five percent (5%) of the outstanding shares of any class of stock of the Registrant. "Liability" under the Business Corporation Act means the obligation to pay a judgment, settlement, penalty or fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding, and includes obligations and expenses that have not yet been paid by the indemnified person but that have been or may be incurred. The Business Corporation Act defines "expenses" as attorneys' fees and all other costs and expenses reasonably related to a proceeding. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS Exhibit Number Exhibit ------ ------- 5 Opinion and consent of Gallagher & Kennedy, P. A. 6* 1996 Stock Option Plan 23.1 Consent of Gallagher & Kennedy, P.A. contained in Exhibit 5 23.2 Consent of Independent Public Accountants - McGladrey and Pullen, LLP 24 Power of Attorney (included on page II-5 of this Registration Statement) - ---------- * Filed previously as Annex A to Schedule 14A dated September 13, 1996 and filed with the SEC on September 13, 1996 II-3 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 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. (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 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 Securities Exchange Act of 1934 that is incorporated by reference into 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 or 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 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. II-4 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 Phoenix, State of Arizona, on this 2nd day of February, 2001. Frontier Adjusters of America, Inc. By: /s/ John M. Davies -------------------------------------- John M. Davies Director, Chairman of the Board, Chief Executive Officer and President POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, John M. Davies, Peter Cavallaro, and Jeffrey Harcourt, and each of them, as his true and lawful attorney-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective 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 attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their 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 Date Position --------- ---- -------- /s/ John S. Davies February 2, 2001 Chairman of the Board, - ------------------------- President, Chief Executive John S. Davies Officer and Director /s/ Jeffrey R. Harcourt February 2, 2001 Chief Financial Officer, - ------------------------- Treasurer and Director Jeffrey R. Harcourt (Principal Financial Officer) /s/ Jeffrey C. Jordan February 2, 2001 Vice President and Director - ------------------------- Jeffrey C. Jordan /s/ Charles E. Becker February 2, 2001 Director - ------------------------- Charles E. Becker __________, 2001 Director - ------------------------- Eric J. Carlstrom /s/ Peter I. Cavallaro February 2, 2001 Director - ------------------------- Peter I. Cavallaro __________, 2001 Director - ------------------------- Mark A. Freeman /s/ Anthony J. Puglisi February 2, 2001 Director - ------------------------- Anthony J. Puglisi __________, 2001 Director - ------------------------- Kenneth A. Sexton II-5 EX-5 2 ex5.txt OPINION AND CONSENT OF GALLAGHER & KENNEDY, P.A. Exhibit 5 Gallagher & Kennedy, P.A. 2575 East Camelback Road Phoenix, Arizona 85016-9225 Phone: (602) 530-8000 Fax: (602) 530-8500 www.gknet.com February 5, 2001 Frontier Adjusters of America, Inc. 45 East Monterey Way Phoenix, Arizona 85012 Re: Registration Statement on Form S-8 Frontier Adjusters of America, Inc. Gentlemen: As legal counsel to Frontier Adjusters of America, Inc., an Arizona corporation (the "Company"), we have assisted in the preparation of the Company's Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission on or about February 5, 2001 in connection with the registration under the Securities Act of 1933, as amended, of 299,900 shares of the Company's Common Stock, par value $0.01 per share, (the "Common Stock") issuable pursuant to the Company's 1996 Stock Option Plan (the "Plan"). The shares of Common Stock issuable pursuant to the Plan are referred to as the "Shares." With respect to the opinion set forth below, we have examined originals, certified copies, or copies otherwise identified to our satisfaction as being true copies, only of the following: A. The Amended and First Restated Articles of Incorporation, as amended, of the Company, as filed with the Secretary of State of the State of Arizona, as amended through the date hereof; B. The Bylaws of the Company, as amended through the date hereof; C. Frontier Adjusters of America, Inc. Certificate of Secretary dated February 2, 2001, certifying the authorization and approval by the Board of Directors of the Company at a meeting held on January 24, 2001, of the reservation of 299,900 shares of Common Stock of the Company for issuance pursuant to the Plan; and D. The Registration Statement. Subject to the assumptions that (i) the documents and signatures examined by us are genuine and authentic and (ii) the persons executing the documents examined by us have the legal capacity to execute such documents, and subject to the further limitations and qualifications set forth below, it is our opinion that the Shares, when issued and sold in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable. Please be advised that we are members of the State Bar of Arizona, and our opinion is limited to the legality of matters under the laws of the State of Arizona. Further, our opinion is based solely upon existing laws, rules and regulations, and we undertake no obligation to advise you of any changes that may be brought to our attention after the date hereof. We hereby expressly consent to any reference to our firm in the Registration Statement, inclusion of this Opinion as an exhibit to the Registration Statement, and to the filing of this Opinion with any other appropriate governmental agency. Very truly yours, /s/ GALLAGHER & KENNEDY, P.A. EX-23.2 3 ex23-2.txt CONSENT OF MCGLADREY AND PULLEN, LLP Exhibit 23.2 MCGLADREY AND PULLEN, LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 2, 2000 included in Frontier Adjusters of America, Inc.'s Annual Report on Form 10-K for the year ended June 30, 2000. /s/ McGladrey & Pullen, LLP Phoenix, Arizona February 2, 2001 -----END PRIVACY-ENHANCED MESSAGE-----