-------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on August 4, 2005
Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UNITRIN, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 95-4255452
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
One East Wacker Drive
Chicago, Illinois 60601
(Address of Principal Executive Offices) (Zip Code)
2005 RESTRICTED STOCK AND RESTRICTED STOCK UNIT PLAN
(Full title of the Plan)
___________________
Scott Renwick, Esq.
Senior Vice President, General Counsel & Secretary
Unitrin, Inc.
One East Wacker Drive
Chicago, IL 60601
(Name and Address of Agent for Service)
(312) 661-4600
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
===================================================================================================
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration
to be registered registered (1) unit (2) price (2) fee (2)
---------------------------------------------------------------------------------------------------
Common Stock,
$0.10 par value 1,000,000 shares $ 53.40 $ 53,400,000 $6,285.18
===================================================================================================
(1) 1,000,000 shares of Common Stock have been reserved for issuance
under the 2005 Restricted Stock and Restricted Stock Unit Plan (the
"Plan"). This Registration Statement shall be deemed to cover an
indeterminate number of additional shares of Common Stock that may
become issuable pursuant to the antidilution adjustment provisions of
the Plan.
(2) In accordance with Rule 457, calculated on the basis of the average
of the high and low prices reported for a share of the Common Stock
on the New York Stock Exchange on August 3, 2005.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information*
ITEM 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I of Form S-8 to be contained
in the Section 10(a) Prospectus is omitted from this
Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, as amended, and the Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents filed by the registrant, Unitrin, Inc.
("Unitrin" or the "Company"), with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement:
(a) Unitrin's Annual Report on Form 10-K for the fiscal year ended
December 31, 2004, filed on February 3, 2005;
(b) Unitrin's Quar te rly Report on Form 10-Q for the quarterly
period ended March 31, 2005, filed on April 27, 2005;
(c) Unitrin's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2005, filed on July 28, 2005;
(d) Unitrin's Current Report on Form 8-K filed on June 27, 2005;
(e) Unitrin's Current Report on Form 8-K filed on May 10, 2005;
(f) Unitrin's Current Report on Form 8-K filed on May 4, 2005;
(g) Unitrin's Current Report on Form 8-K filed on April 26, 2005;
(h) Unitrin's Current Report on Form 8-K filed on March 14, 2005;
(i) The descriptions of Unitrin's common stock and the rights
attached thereto which are contained in Unitrin's registration
statement on Form 10, dated February 15, 1990, and in Unitrin's
registration statement on Form 8-A, dated August 6, 2004, each
filed under Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall also be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents. Any information filed by the Company with the SEC subsequent to the
date of this Registration Statement will automatically be deemed to update
and/or supersede any applicable information incorporated by reference herein.
ITEM 4. Description of Securities
Not applicable.
ITEM 5. Experts
As of the date of the filing of this Registration Statement, Scott
Renwick, Senior Vice President, General Counsel and Secretary of Unitrin,
whose opinion is filed as Exhibit 5 to this Registration Statement, holds
options to purchase and is the beneficial owner of Unitrin common stock.
The consolidated financial statements, the related financial
statement schedules, and management's report on internal control incorporated
in this Registration Statement by reference from Unitrin's Annual Report on
Form 10-K for the year ended December 31, 2004, have been audited by Deloitte
& Touche LLP, an independent registered public accounting firm, as stated in
their reports, which are incorporated herein by reference and have been so
incorporated in reliance upon the reports of such firm given their authority
as experts in accounting and auditing.
ITEM 6. Indemnification of Directors and Officers
Under the General Corporation Law of the State of Delaware (the
"DGCL"), a corporation may indemnify any person who was or is a party or is
threatened to be made a party to an action (other than an action by or in the
right of the corporation) by reason of his or her service as a director,
officer, employee or agent of the corporation, or, at the corporation's
request, as a director, officer, employee or agent of another corporation or
enterprise, against expenses (including attorneys' fees) and judgments, fines
and amounts paid in settlement that he or she actually and reasonably incurred
in connection with the defense or settlement of such action, provided that
such person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the corporation's best interests, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe that
such conduct was unlawful. In connection with an action by or in the right of
the corporation, the DGCL also permits a corporation to indemnify any such
person under the same conditions described in the preceding sentence, but if
such person has been judged liable to the corporation, then the
indemnification is permissible only to the extent deemed proper by the court.
The DGCL also provides for mandatory indemnification of any director, officer,
employee or agent against expenses actually and reasonably incurred to the
extent such person has been successful in the defense of any proceeding
covered by the statute. In addition, the DGCL authorizes advance payment of
expenses incurred by a director or officer in defending an action upon receipt
of an undertaking by or on behalf of such person to repay such amount if it is
ultimately determined that he or she is not entitled to be indemnified by the
corporation.
The Certificate of Incorporation and the Amended and Restated Bylaws
("Bylaws") of the Company provide for indemnification of the directors and
officers of the Company and for advancement of expenses incurred by a director
or officer in defending an action to the fullest extent permitted by current
Delaware law. The Certificate of Incorporation and the Bylaws of the Company
eliminate the personal liability of a director to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director,
but not with regard to a director's liability for breach of duty of loyalty,
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, willful or negligent violation of DGCL provisions
regarding dividend payments or stock purchase or redemption, or any
transaction from which the director derived an improper personal benefit.
The Company maintains a directors and officers liability insurance
policy insuring the directors and officers of the Company and its subsidiaries
in certain instances.
ITEM 7. Exemption from Registration Claimed
Not applicable.
ITEM 8. Exhibits
4.1 Certificate of Incorporation of Unitrin (incorporated herein by
reference to Exhibit 3.1 to Unitrin's registration statement on Form
S-3 filed May 9, 2002).
4.2 Amended and Restated Bylaws of Unitrin (incorporated herein by
reference to Exhibit 3.2 to Unitrin's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2004, filed on October 27, 2004).
4.3 Rights Agreement, dated as of August 4, 2004, between Unitrin, Inc.
and Wachovia Bank, National Association, including the Form of
Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock, the Form of Rights Certificate and the
Summary of Rights to Purchase Preferred Stock (incorporated herein by
reference to Exhibit 4.1 to the Company's Current Report on Form 8-K
filed on August 6, 2004)
4.4 2005 Restricted Stock and Restricted Stock Unit Plan (incorporated
herein by reference to Appendix B to the Proxy Statement for the 2005
Annual Meeting of Shareholders of Unitrin, Inc., filed on March 28,
2005).
5 Opinion of Scott Renwick, Esq.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Scott Renwick, Esq. (included in Exhibit 5).
24.1 Power of Attorney (included on signature page).
ITEM 9. Undertakings
a. The Company 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;
(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 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 a prospectus
filed with the Commission pursuant to Rule
424(b) under the Securities Act if, in the
aggregate, the changes in volume and price
represent no more than a 20% 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)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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 Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act), 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 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 of 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.
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 Chicago, State of Illinois, on
August 3, 2005.
UNITRIN, INC.
By: /s/ Richard C. Vie
-------------------
Richard C. Vie
Chairman of the Board and
Chief Executive Officer
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Eric J. Draut and Scott Renwick or
either of them with power to act without the other, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all subsequent amendments and supplements to this
Registration Statement, and to file the same, or cause the same to be filed,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power 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 might or could do in person, hereby
ratifying and confirming all that any 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 August 3, 2005.
Signature Title
--------- -----
/s/ Richard C. Vie Chairman of the Board, Chief
----------------------------- Executive Officer and Director
Richard C. Vie
/s/ Donald G. Southwell President, Chief Operating Officer
----------------------------- and Director
Donald G. Southwell
/s/ Eric J. Draut Executive Vice President,
----------------------------- Chief Financial Officer and Director
Eric J. Draut (principal financial officer)
/s/ Richard Roeske Vice President and Chief Accounting
----------------------------- Officer(principal accounting officer)
Richard Roeske
/s/ James E. Annable Director
----------------------------
James E. Annable
/s/ Donald V. Fites Director
----------------------------
Donald V. Fites
/s/ Douglas G. Geoga Director
-----------------------------
Douglas G. Geoga
/s/ Reuben L. Hedlund Director
-----------------------------
Reuben L. Hedlund
/s/ William E. Johnston, Jr. Director
-----------------------------
William E. Johnston, Jr.
/s/ Wayne Kauth Director
-----------------------------
Wayne Kauth
/s/ Ann E. Ziegler Director
-----------------------------
Ann E. Ziegler