-----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, EAZKEhFAboCwPAI07HssPdvqvWdKfn6cmbrPTHhgpOpS2CcpGb7Nl3jvfLdFv7yU /j0BPxd5JWHYJeM9kFfbvQ== 0000893220-02-000703.txt : 20020520 0000893220-02-000703.hdr.sgml : 20020520 20020520090349 ACCESSION NUMBER: 0000893220-02-000703 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020520 EFFECTIVENESS DATE: 20020520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADIAN GROUP INC CENTRAL INDEX KEY: 0000890926 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 232691170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-88638 FILM NUMBER: 02657051 BUSINESS ADDRESS: STREET 1: 1601 MARKET STREET STREET 2: 12TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2155646600 MAIL ADDRESS: STREET 1: 1601 MARKET ST STREET 2: 12TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: CMAC INVESTMENT CORP DATE OF NAME CHANGE: 19960126 S-8 1 w60910s-8.txt RADIAN GROUP INC FORM S-8 As filed with the Securities and Exchange Commission on May 20, 2002 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RADIAN GROUP INC. (Exact name of Registrant as specified in its charter) Delaware 23-2691170 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1601 Market Street, Philadelphia, PA 19103 (Address of principal executive offices) (Zip Code) ENHANCE FINANCIAL SERVICES GROUP INC. 401(k) SAVINGS PLAN (Full title of the plan) HOWARD S. YARUSS, ESQ. Executive Vice President, Secretary and General Counsel Radian Group Inc. 1601 Market Street Philadelphia, PA 19103 (Name and address of agent for service) (215) 564-6600 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Title of securities Amount to be offering price aggregate Amount of to be registered registered per share offering price registration fee Common Stock, par value $.001 per share 80,000 (1) $53.57 (2) $4,285,600 (2) $395.00 (2)
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Act"), this registration statement also covers such indeterminate number of additional shares as may become issuable under the Enhance Financial Services Group Inc. 401(k) Savings Plan (the "Plan") in connection with stock splits, stock dividends or similar transactions. In addition, pursuant to Rule 416(c) under the Act, this registration statement covers an indeterminate amount of interests to be offered or sold pursuant to the Plan. (2) Estimated pursuant to Rule 457(h)(1) under the Act solely for the purpose of calculating the registration fee. The price is based on the average of the highest and lowest sales prices for the Registrant's common stock as reported on the New York Stock Exchange on May 14, 2002. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, as filed by the Registrant with the Securities and Exchange Commission, are incorporated by reference in this Registration Statement and made a part hereof by the Registrant and by the Plan: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001. (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2002. (c) The description of the common stock of the Registrant that is contained in its Registration Statement on Form 8-A filed with the Securities and Exchange Commission on August 24, 1992, under the Securities Exchange Act of 1934, as amended, including any amendment or report filed for the purpose of updating such description. All reports and other documents subsequently filed by the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained or incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part hereof. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL") permits a corporation, in its certificate of incorporation, to limit or eliminate, subject to certain statutory limitations, the liability of directors to the corporation or its stockholders for monetary damages for breaches of fiduciary duty, except for liability (a) for any breach of the director's duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL, or (d) for any transaction from which the director derived an improper personal benefit. Article Eighth of the Registrant's Second Amended and Restated Certificate of Incorporation provides that the personal liability of directors of the Registrant is eliminated to the fullest extent permitted by Section 102(b)(7) of the DGCL. Under Section 145 of DGCL, a corporation has the power to indemnify directors and officers under certain prescribed circumstances and subject to certain limitations against certain costs and expenses, including attorneys' fees actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party by reason of being a director or officer of the corporation if it is determined that the director or officer acted in accordance with the applicable standard of conduct set forth in such statutory provision. Article VII of the Registrant's Amended and Restated Bylaws provides that the Registrant will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer or other authorized representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another entity, against certain liabilities, costs and expenses. Article VII further permits the Registrant to maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another entity, against any liability asserted against such person and incurred by such person in any such capacity or arising out of his status as such, whether or not the Registrant would have the power to indemnify such person against such liability under the DGCL, and the Registrant does maintain such insurance. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The exhibits filed as part of this Registration Statement are as follows: Exhibit Number Exhibit - ------- --------- 4.1 Second Amended and Restated Certificate of Incorporation of the Registrant. (1) (Exhibit 3.1) 4.2 Amendment to Second Amended and Restated Certificate of Incorporation of the Registrant. (1) (Exhibit 3.2) 4.3 Amended and Restated By-laws of the Registrant. (2) (Exhibit 3.3) 4.4 Specimen certificate for Common Stock. (3) (Exhibit 4.1) 4.5 Standstill and Voting Agreement dated October 27, 1992 between the Registrant and Reliance Group Holdings, Inc. (1) (Exhibit 4.4) 4.6 Amended and Restated Shareholder Rights Agreement. (2) (Exhibit 4.4) 4.7 Enhance Financial Services Group Inc. 401(k) Savings Plan (4) (Exhibit 10.1) 5.1 Opinion of Howard S. Yaruss, Executive Vice President, Secretary and General Counsel of the Registrant, as to the legality of the securities being registered. 5.2 Opinion Letter from Internal Revenue Service to MFS Retirement Services Inc., dated April 23, 2002. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Howard S. Yaruss, Executive Vice President, Secretary and General Counsel of the Registrant (included in Exhibit 5.1). 23 Power of Attorney (included in signature pages hereto).
- ---------------------- (1) Incorporated by reference to the exhibit identified in parentheses, filed as an Exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001. (2) Incorporated by reference to the exhibit identified in parentheses, filed as an Exhibit to the Registrant's Registration Statement on Form S-4 filed May 6, 1999 (File No. 333-77957). (3) Incorporated by reference to the exhibit identified in parentheses, filed as an Exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. (4) Incorporated by reference to the exhibit identified in parentheses, filed as an Exhibit to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2002. 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; 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 subparagraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in periodic reports filed 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 that remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for the purpose 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 (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 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. (h) 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 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 Philadelphia, Commonwealth of Pennsylvania, on this 17th day of May, 2002. RADIAN GROUP INC. By: /s/ Frank P. Filipps ------------------------------------- Frank P. Filipps Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 17, 2002 by the following persons in the capacities indicated. Each person, in so signing, also hereby makes, constitutes and appoints Frank P. Filipps and Howard S. Yaruss, and each of them, each acting alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, in connection with the Registrant's registration statement on Form S-8 under the Securities Act of 1933, as amended (the "Act"), relating to the Enhance Financial Services Group Inc. 401(k) Savings Plan, including, without limiting the generality of the foregoing, to sign the registration statement, including any and all stickers and post-effective amendments to the registration statement, and to sign any and all additional registration statements that are filed pursuant to General Instruction E to Form S-8 or Rule 462(b) under the Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, each acting alone, 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 to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute(s), may lawfully do or cause to be done by virtue hereof. /s/ Frank P. Filipps Chief Executive Officer, Chairman of the Board - ---------------------- and Director Frank P. Filipps /s/ Roy J. Kasmar President, Chief Operating Officer and Director - ---------------------- Roy J. Kasmar /s/ C. Robert Quint Executive Vice President and Chief Financial Officer - ---------------------- C. Robert Quint /s/ Howard S. Yaruss Executive Vice President, Secretary and General Counsel - ---------------------- Howard S. Yaruss /s/ John J. Calamari Controller - ---------------------- John J. Calamari /s/ Herbert Wender Lead Director - ------------------------ Herbert Wender /s/ David C. Carney Director - ------------------------ David C. Carney /s/ Stephen T. Hopkins Director - ------------------------ Stephen T. Hopkins /s/ James W. Jennings Director - ------------------------ James W. Jennings /s/ Anthony W. Schweiger Director - ------------------------ Anthony W. Schweiger Pursuant to the requirements of the Securities Act of 1933, as amended, the administrator of the Plan has duly caused this registration statement to be signed on behalf of the Plan by the undersigned, thereunto duly authorized, in the city of Philadelphia, Commonwealth of Pennsylvania, on May 17, 2002. ENHANCE FINANCIAL SERVICES GROUP INC. 401(k) SAVINGS PLAN By: RADIAN REINSURANCE INC. and RADIAN ASSET ASSURANCE INC., as Plan Administrator By: /s/ C. Robert Quint -------------------------- C. Robert Quint Chief Financial Officer INDEX TO EXHIBITS
Exhibit Number Exhibit 4.1 Second Amended and Restated Certificate of Incorporation of the Registrant. (1) (Exhibit 3.1) 4.2 Amendment to Second Amended and Restated Certificate of Incorporation of the Registrant. (1) (Exhibit 3.2) 4.3 Amended and Restated By-laws of the Registrant. (2) (Exhibit 3.3) 4.4 Specimen certificate for Common Stock. (3) (Exhibit 4.1) 4.5 Standstill and Voting Agreement dated October 27, 1992 between the Registrant and Reliance Group Holdings, Inc. (1) (Exhibit 4.4) 4.6 Amended and Restated Shareholder Rights Agreement. (2) (Exhibit 4.4) 4.7 Enhance Financial Services Group Inc. 401(k) Savings Plan. (4) (Exhibit 10.1) 5.1 Opinion of Howard S. Yaruss, Executive Vice President, Secretary and General counsel of the Registrant, as to the legality of the securities being registered. 5.2 Opinion Letter from Internal Revenue Service to MFS Retirement Services Inc. dated April 23, 2002. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Howard S. Yaruss, Executive Vice President, Secretary and General Counsel of the Registrant (included in Exhibit 5.1). 24 Power of Attorney (included in signature pages hereto).
- ---------------------- (1) Incorporated by reference to the exhibit identified in parentheses, filed as an Exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001. (2) Incorporated by reference to the exhibit identified in parentheses, filed as an Exhibit to the Registrant's Registration Statement on Form S-4 filed May 6, 1999 (File No. 333-77957). (3) Incorporated by reference to the exhibit identified in parentheses, filed as an Exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. (4) Incorporated by reference to the exhibit identified in parentheses, filed as an Exhibit to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2002. EX-5.1 3 w60910ex5-1.txt OPINION OF HOWARD S. YARUSS EXHIBIT 5.1 May 17, 2002 Board of Directors Radian Group Inc. 1601 Market Street Philadelphia, Pennsylvania 19103 I have examined the registration statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the offering of up to 80,000 shares of common stock, par value $.001 per share (the "Common Stock"), of Radian Group Inc. (the "Company") to be issued under the Enhance Financial Services Group Inc. 401(k) Savings Plan (the "Plan"). In connection with this opinion, I have examined the Plan, the Company's current Certificate of Incorporation and By-Laws and such other documents and records as deemed necessary as a basis for this opinion. I express no opinion herein as to any laws other than the General Corporation Law of the State of Delaware, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws, and the Federal laws of the United States. Based on the foregoing, I am of the opinion that the shares of Common Stock to be issued by the Company in accordance with the terms of the Plan will be, when issued in accordance with the terms of the Plan, validly issued, fully paid and nonassessable shares of Common Stock. I hereby consent to the use of this opinion as an exhibit to the registration statement referred to above. Very truly yours, /s/ Howard S. Yaruss ---------------------------------------- Howard S. Yaruss Executive Vice President, Secretary and General Counsel EX-5.2 4 w60910ex5-2.txt OPINION LETTER FROM INTERNAL REVENUE SERVICE EXHIBIT 5.2 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY Washington, DC 20224 Sponsor Name: MFS Retirement Services Inc. Plan Description: Prototype Non Standardized Profit Sharing Plan with CODA FFN: 503A1470001 001 Case: 200000638 EIN: 04 3253929 BPD: 01 Plan: 001 Letter Serial No: K372757a Contact Person: Ms. Arrington 50-00197 Telephone Number: (202) 283-8811 In Reference to: T:EP:RA:T4 HALE & DORR LLP Date: 04/23/2002 RICHARD W GIULIANI ESQ 60 STATE STREET BOSTON, MA 02109 ** COPY FOR AUTHORIZED REPRESENTATIVE ** Dear Applicant: In our opinion, the form of the plan identified above is acceptable under section 401 of the Internal Revenue Code for use by employers for the benefit of their employees. This opinion relates only to the acceptability of the form of the plan under the Internal Revenue code. It is not an opinion of the effect of other Federal or local statutes. You must furnish a copy of this letter to each employer who adopts this plan. You are also required to send a copy of the approved form of the plan, any approved amendments and related documents to Employee Plans Determinations in Cincinnati at the address specified in section 9.11 of Rev. Proc. 2000-20, 2000-6 I.R.B. 553. This letter considers the changes in qualifications requirements made by the Uruguay Round Agreements Act (GATT), Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206 and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554. These laws are referred to collectively as GUST. Our opinion on the acceptability of the form of the plan is not a ruling or determination as to whether an employer's plan qualifies under Code section 401(a). However, an employer that adopts this plan may rely on this letter with respect to the qualification of its plan under Code section 401(a), as provided for in Announcement 2001-77, 2001-30 I.R.B. and outlined below. The terms of the plan must be followed in operation. Except as provided below, our opinion does not apply with respect to the requirements of: (a) Code sections 401(a)(4), 401(a) (26), 401 (1), 410 (b) and 414 (s). Our opinion does not apply for purposes of Code section 401 (a)(10)(B) and section 401 (a)(16) if an employer ever maintained another qualified plan for one or more employees who are covered by this plan. For this purpose, the employer will not be considered to have maintained another plan merely because the employer has maintained another defined contribution plan(s), provided such other plan(s) has been terminated prior to the effective date of this plan and no annual additions have been credited to the account of any participant under such other plan(s) as of any date within the limitation year of this MFS RETIREMENT INC FFN: 503A1470001-001 PAGE 2 plan. Likewise, if this plan is first effective on or after the effective date of the repeal of Code section 415(e), the employer will not be considered to have maintained another plan merely because the employer has maintained a defined benefit plan(s), provided the defined benefit plan(s) has been terminated prior to the effective date of this plan. Our opinion also does not apply for purposes of Code section 401(a)(16) if, after December 31, 1985, the employer maintains a welfare benefit fund defined in Code section 419(e), which provides postretirement medical benefits allocated to separate accounts for key employees as defined in Code section 419A(d)(3). Our opinion applies with respect to the requirements of Code section 410(b) if 100 percent of all nonexcludable employees benefit under the plan. Employers that elect a safe harbor allocation formula and a safe harbor compensation definition can also rely on an opinion letter with respect to the nondiscriminatory amounts requirement under section 401(a)(4) and the requirements of sections 401(k) and 401(m) (except where the plan is a safe harbor plan under section 401(k)(12) that provides for the safe harbor contribution to be made under another plan). An employer that elects to continue to apply the pre-GUST family aggregation rules in years beginning after December 31, 1996, or the combined plan limit of section 415(e) in years beginning after December 31, 1999, will not be able to rely on the opinion letter without a determination letter. The employer may request a determination letter by filing an application with Employee Plans Determinations on Form 5307, Application for Determination for Adopters of Master or Prototype or Volume Submitter Plans. If you, the master or prototype sponsor, have any questions concerning the IRS processing of this case, please call the above telephone number. This number is only for use of the sponsor. Individual participants and/or adopting employers with questions concerning the plan should contact the master or prototype sponsor. The plan's adoption agreement must include the sponsor's address and telephone number for inquiries by adopting employers. If you write to the IRS regarding this plan, please provide your telephone number and the most convenient time for us to call in case we need more information. Whether you call or write, please refer to the Letter Serial Number and File Folder Number shown in the heading of this letter. You should keep this letter as a permanent record. Please notify us if you modify or discontinue sponsorship of this plan. Sincerely yours, /s/ Paul T. Shultz Director Employee Plans Rulings & Agreements EX-23.1 5 w60910ex23-1.txt CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Radian Group Inc. on Form S-8 of our reports dated March 15, 2002, appearing in and incorporated by reference in the Annual Report on Form 10-K of Radian Group Inc. for the year ended December 31, 2001. Philadelphia, Pennsylvania May 17, 2002 -----END PRIVACY-ENHANCED MESSAGE-----