Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-8 Form S-8 Philadelphia Consolidated Holding Corp. 7 18K
2: EX-4 Employee's Stock Option Plan(Amended and Restated) 6 27K
3: EX-5 Opinion of Wolf, Block, Schorr and Solis-Cohen 2 8K
4: EX-23.1 Consent of Coopers & Lybrand, L.L.P. 1 6K
S-8 — Form S-8 Philadelphia Consolidated Holding Corp.
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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
PHILADELPHIA CONSOLIDATED HOLDING CORP.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2202671
(State of incorporation) (I.R.S. Employer Identification No.)
One Bala Plaza, Suite 100, Bala Cynwyd, Pennsylvania 19004
(Address of principal executive offices) (Zip Code)
PHILADELPHIA CONSOLIDATED HOLDING CORP.
EMPLOYEE'S STOCK OPTION PLAN (AMENDED AND RESTATED)
(Full title of the plan)
Mr. James J. Maguire, President
or
Craig P. Keller, Secretary
Philadelphia Consolidated Holding Corp.
One Bala Plaza, Suite 100
Bala Cynwyd, Pennsylvania 19004
(Name and address of agent for service)
(610) 617-7900
(Telephone number, including area code, of agent for service)
Copies to:
Michael M. Sherman, Esquire
Wolf, Block, Schorr and Solis-Cohen
Twelfth Floor Packard Building
15th and Chestnut Streets
Philadelphia, PA 19102
(215) 977-2236
CALCULATION OF REGISTRATION FEE
[Download Table]
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price Fee
---------------- ------------- -------------- -------------- --------
Common Stock, 600,000 $34.25 $20,550,000 $6,227.27
No par value
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
this Registration Statement also covers such additional shares as may
hereafter be offered or issued to prevent dilution resulting from
stock splits, stock dividends, recapitalizations or certain other
capital adjustments.
(2) Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of
1933, as amended, represents the average of the high and low prices
for the Common Stock as listed in the Nasdaq National Market of the
Nasdaq Stock Market, Inc. on June 16, 1997.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E of Form S-8 under the
Securities Act of 1933, as amended, the contents of the Registrant's
Registration Statement on Form S-8, dated July 8, 1994 (Commission File No.
33-81346) are incorporated herein by reference.
II-1
SIGNATURES AND POWER OF ATTORNEY
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 Bala Cynwyd, Pennsylvania, on this 19th day of June, 1997.
PHILADELPHIA CONSOLIDATED HOLDING CORP.
By: /s/James J. Maguire
--------------------
James J. Maguire
Chairman of the Board, President
and Chief Executive Officer
II-2
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James J. Maguire and Craig P.
Keller, and each of them, the undersigned's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any and all capacities, to
sign any and all amendments to this Registration Statement (including, without
limitation, 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
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 to all intents and purposes as the undersigned 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 indicated, on the date indicated.
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Signature Title Date
--------- ----- ----
/s/James J. Maguire Chairman of the Board of Directors, June 19, 1997
---------------------------- President and Chief Executive Officer
James J. Maguire (Principal Executive Officer)
/s/ Craig P. Keller Vice President, Chief Financial June 19, 1997
--------------------------- Officer and Secretary (Principal
Craig P. Keller Financial and Accounting Officer)
/s/Paul R. Hertel, Jr. Director June 18, 1997
----------------------------
Paul R. Hertel, Jr.
/s/Roger L. Larson Director June 18, 1997
----------------------------
Roger L. Larson
/s/Thomas J. McHugh Director June 18, 1997
----------------------------
Thomas J. McHugh
/s/Michael J. Morris Director June 19, 1997
----------------------------
Michael J. Morris
II-3
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/s/Sean S. Sweeney Director June 19, 1997
----------------------------
Sean S. Sweeney
/s/J. Eustace Wolfington Director June 16, 1997
----------------------------
J. Eustace Wolfington
II-4
PHILADELPHIA CONSOLIDATED HOLDING CORP.
EMPLOYEE'S STOCK OPTION PLAN
(AMENDED AND RESTATED)
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
[Download Table]
EXHIBIT NO. DOCUMENT METHOD OF FILING
----------- -------- ----------------
4 Philadelphia Consolidated Holding Corp. Employee's
Stock Option Plan (Amended and Restated). *
5 Opinion of Wolf, Block, Schorr and Solis-Cohen. *
23.1 Consent of Coopers & Lybrand, L.L.P.,
independent accountants. *
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen
(contained in Exhibit 5). *
24 Power of Attorney (included on signature page in
Part II of the Registration Statement). *
* Filed electronically herewith.
II-5
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘S-8’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on / Effective on: | | 6/20/97 | | | | | | | S-8 |
| | 6/19/97 | | 5 | | 6 |
| | 6/18/97 | | 5 |
| | 6/16/97 | | 2 | | 6 |
| | 7/8/94 | | 3 |
| List all Filings |
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