-----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, EDZNQEiVfzmDi+UCDZihTu/DpuNkYoAbkbbJgfVwjVkmoM1RmIKdPM17GHFGcdPf QFgSyBUTh501YzthCip0PA== 0000893220-99-000770.txt : 19990628 0000893220-99-000770.hdr.sgml : 19990628 ACCESSION NUMBER: 0000893220-99-000770 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990625 EFFECTIVENESS DATE: 19990625 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 POS SEC ACT: SEC FILE NUMBER: 333-77957 FILM NUMBER: 99652477 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 POS 1 RADIAN GROUP INC. P-EA NO. 1 ON FORM S-8 1 As filed with the Securities and Exchange Commission on June 25, 1999 Registration No. 333-77957 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO REGISTRATION STATEMENT ON FORM S-4 Under THE SECURITIES ACT OF 1933 ---------- RADIAN GROUP INC. (Exact name of issuer as specified in its charter) Delaware 23-2691170 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation of organization) 1601 Market Street Philadelphia, PA 19103 (215) 564-6600 (Address of principal executive offices) AMERIN CORPORATION 1992 LONG-TERM STOCK INCENTIVE PLAN (Full title of the plans) Howard S. Yaruss Senior 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) ---------- Copy to: James W. McKenzie, Jr., Esq. Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, Pennsylvania 19103 (215) 963-4852 ================================================================================ * See Explanatory Note following this cover page 2 EXPLANATORY NOTE This Post-Effective Amendment No. 1 to Registration Statement on Form S-4 relates to 308,006 shares of the Registrant's common stock originally registered on the Registrant's Registration Statement on Form S-4 (No. 333-77957) to which this is an amendment, that will not be issued in the merger described in the Form S-4 and that are issuable with respect to the plan referred to on the cover page. In the merger described in the Registration Statement on Form S-4, the Registrant changed its name from CMAC Investment Corporation to Radian Group Inc. The registration fee in respect of such shares of common stock was paid at the time of the original filing of the Registration Statement on Form S-4 relating thereto. In addition, the Registration Statement also relates to an indeterminate number of shares of common stock that may be issued upon stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended. 3 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: (a) The Registrant's Annual Report on Form 10-K/A for the fiscal year ended December 31, 1998 (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999. (c) The Registrant's Form 8-K dated as of June 9, 1999. (d) The prospectus dated May 6, 1999, filed as a part of the Registrant's registration statement on Form S-4 (Registration No. 333-77957). (e) All other reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year covered by the annual report referred to in (a) above. (f) The description of the Registrant's Common Stock contained in the Form 8-A filed on August 24, 1992, including all amendments and reports updating such description. All reports and other 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 hereby have been sold or which 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 any document, all or a portion of which is 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 or incorporated by reference herein modifies or supersedes such statement. Any 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 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. James W. Jennings, a director of the Registrant, is a partner in the law firm of Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania, which firm previously provided an opinion of counsel as to the legality of the securities being registered hereunder. 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 II-1 4 Registrant's 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 Seventh 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 Seventh 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. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following is a list of exhibits filed as part of this Registration Statement.
Exhibit Number Exhibit ------ ------- 5 Opinion of Morgan, Lewis & Bockius LLP. (Previously filed).
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 paragraphs (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 paragraphs is contained in periodic II-2 5 reports filed by the Company 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 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. (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 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. II-3 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 on Form S-8 to Registration Statement No. 333-77957 on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania on June 25, 1999. RADIAN GROUP INC. By: /s/ Frank P. Filipps -------------------------------- Name: Frank P. Filipps Title: Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 on Form S-8 to Registration Statement No. 333-77957 on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Frank P. Filipps Chairman of the Board and Chief - ------------------------------ Executive Officer June 25, 1999 Frank P. Filipps (principal executive officer) /s/ C. Robert Quint Executive Vice President and Chief - ------------------------------ Financial Officer (principal June 25, 1999 C. Robert Quint accounting and financial officer) /s/ Roy J. Kasmar - ------------------------------ President, Chief Operating Officer June 25, 1999 Roy J. Kasmar and Director /s/ Herbert Wender Lead Director June 25, 1999 - ------------------------------ Herbert Wender /s/ James W. Jennings Director June 25, 1999 - ------------------------------ James W. Jennings /s/ James C. Miller Director June 25, 1999 - ------------------------------ James C. Miller /s/ Anthony W. Schweiger Director June 25, 1999 - ------------------------------ Anthony W. Schweiger /s/ David C. Carney Director June 25, 1999 - ------------------------------ David C. Carney /s/ Dr. Claire M. Fagin Director June 25, 1999 - ------------------------------ Dr. Claire M. Fagin
S-1 7
Signature Title Date --------- ----- ---- /s/ Ronald W. Moore Director June 25, 1999 - ------------------------------ Ronald W. Moore /s/ Larry E. Swedroe Director June 25, 1999 - ------------------------------ Larry E. Swedroe /s/ Stephen T. Hopkins Director June 25, 1999 - ------------------------------ Stephen T. Hopkins /s/ Rosemarie B. Greco Director June 25, 1999 - ------------------------------ Rosemarie B. Greco /s/ Howard B. Culang Director June 25, 1999 - ------------------------------ Howard B. Culang /s/ Robert W. Richards Director June 25, 1999 - ------------------------------ Robert W. Richards
S-2 -----END PRIVACY-ENHANCED MESSAGE-----