As filed with the Securities and Exchange
Commission on August 5, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE MONY GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of 13-3976138
incorporation or organization) (I.R.S. Employer Identification No.)
1740 Broadway
New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
The MONY Group Inc. 2002 Stock Option Plan
(Full Title of the Plan)
Bart Schwartz, Esq.
1740 Broadway
New York, New York 10019
(212) 708-2000
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of each class of Proposed maximum Proposed maximum
securities to be offering price per aggregate offering Amount of registration
registered Amount to be registered share price fee
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Common Stock, par value 5,000,000 $29.10/3/ $145,500,000/3/ $13,386
$0.01 per share./1,2/
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/1/ In addition, this registration statement also covers an indeterminate
number of additional shares of the Company's Common Stock pursuant to the
anti-dilution provisions of The MONY Group Inc. 2002 Stock Option Plan.
/2/ Includes all preferred stock purchase rights of the Company issuable in
conjunction with the shares of the Company's Common Stock pursuant to the Rights
Agreement, dated as of November 10, 1998, between the Company and First Chicago
Trust Company of New York, as rights agent.
/3/ Pursuant to Rule 457(h), these prices are estimated solely for the purpose
of calculating the registration fee and are based upon the average of the high
and low sales prices of the Company's Common Stock on the New York Stock
Exchange on July 29, 2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (the "Registration Statement") will be sent or given
to participants in the plan listed on the cover of the Registration Statement
(the "Plan") as specified in Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). Such document(s) are not being filed with the
Commission but constitute (along with the documents incorporated by reference
into the Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by The MONY Group
Inc. (the "Company") are incorporated herein by reference and made a part
hereof:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the Commission on March 27, 2002;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2002, filed with the Commission on May 15, 2002;
(c) The Company's Current Reports on Form 8-K filed with the Commission on
April 30, 2002, May 7, 2002 and August 1, 2002;
(d) Description of the Company's capital stock contained in the Company's
Registration Statement on Form 8-A, File No. 001-14603, filed with the
Commission on November 6, 1998, including any further amendments or
reports filed for the purpose of updating such description; and
(e) Description of the Company's preferred stock purchase rights contained
in the Company's Registration Statement on Form S-1, File No.
333-63835, filed with the Commission on September 21, 1998, including
any further amendments or reports filed for the purpose of updating
such description.
All documents subsequently filed by the Company 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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be 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 herein (or in any other subsequently
filed document that also is or is deemed to be incorporated by reference herein
or therein) 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
Bart Schwartz, Esq., Senior Vice President and General Counsel of the
Company, has rendered the opinion filed herewith as Exhibit 5.1. As of June 30,
2002, Mr. Schwartz beneficially owned 28,860 shares of common stock of the
Company and held options to purchase an additional 53,500 shares of the
Company's common stock. Mr. Schwartz will be eligible to participate in The MONY
Group Inc. 2002 Stock Option Plan.
Item 6. Indemnification of Directors and Officers
The Company is a Delaware corporation. Reference is made to Section 145
of the Delaware General Corporation Law as to indemnification by the Company of
its officers and directors. The general effect of such law is to empower a
corporation to indemnify any of its officers and directors against certain
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person to be indemnified in
connection with certain actions, suits or proceedings (threatened, pending or
completed) if the person to be indemnified acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The Amended and Restated By-Laws of the Company, as amended by the
Amendment to the Amended and Restated By-laws (the "By-Laws") (which are
incorporated herein by reference as Exhibits 4.3 and 4.4, respectively, to this
Registration Statement) provide for indemnification of any person who was or is
a director, officer, employee or agent of the Company or was serving in such
capacity at another entity at the Company's request (each, an "Indemnified
Person"), and is a party to, or is threatened to be made a party to, any
threatened, pending or completed action, suit or proceeding, whether derivative
or not. Indemnification continues as to an Indemnified Person who has ceased to
be a director, officer, employee or agent and inures to the benefit of the
heirs, executors and administrators of an Indemnified Person. The By-Laws also
authorize indemnification for expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement, as well as the advancement of expenses to
an Indemnified Person. The indemnification provisions in the By-Laws are
non-exclusive and allow the Company to indemnify by agreement or vote of
stockholders or disinterested directors.
Article Eighth of the Company's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") (which is incorporated by
reference as Exhibit 4.2 to this Registration Statement) provides for the
indemnification of the Company's directors in accordance with the Delaware
General Corporation Law, and includes, as permitted by the Delaware General
Corporation Law, certain limitations on the potential personal liability of
members of the Company's Board of Directors for monetary damages as a result of
actions taken in their capacity as Board members.
The directors and officers of the Company are covered by insurance
policies indemnifying them against certain liabilities arising under the
Securities Act which might be incurred by them in such capacities.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
Exhibit Number Description
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4.1 - The MONY Group Inc. 2002 Stock Option Plan (incorporated by reference to Exhibit
C of the Company's Definitive Proxy Statement on Schedule 14A, filed on March
29, 2002).
4.2 - Amended and Restated Certificate of Incorporation of the Company, dated November
3, 1998 (incorporated by reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-1, as amended, File No. 333-63835).
4.3 - Amended and Restated By-Laws of the Company (incorporated by reference to
Exhibit 3.2 of the Company's Registration Statement on Form S-1, as amended,
File No. 333-63835).
4.4 - Amendment to the Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1998, File No. 1-14603).
4.5 - Form of Certificate for Common Stock (incorporated by reference to Exhibit 4.1
to the Company's Registration Statement on Form S-1, as amended, File No.
333-63835).
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4.6 - Form of Rights Agreement, dated as of November 10, 1998, between the Company and
First Chicago Trust Company of New York, as rights agent. The Rights Agreement
includes the Form of Rights Certificate as Exhibit A, and the Summary of Rights
as Exhibit B (incorporated by reference to Exhibit 10.37 to the Company's
Registration Statement on Form S-1, as amended, File No. 333-63835).
5.1 - Opinion of Bart Schwartz, Esq., Senior Vice President and General Counsel of the
Company.
23.1 - Consent of PricewaterhouseCoopers LLP.
24.1 - Power of Attorney of the Officers and Directors who signed this Registration
Statement set forth on page II-5 herein.
Item 9. Undertakings
(a) The undersigned 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 this 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 this 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 prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in this effective Registration Statement;
and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this
Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this 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 undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant'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 this Registration Statement shall be deemed to be a
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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 indemnification provisions summarized in Item 6
or otherwise, the registrant 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
registrant of expenses incurred or paid by the 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 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 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.
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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 New York, State of New York, on this 5th day of
August 2002.
THE MONY GROUP INC.
By: /s/ Michael Isor Roth
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Name: Michael Isor Roth
Title: Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below hereby constitutes and appoints Richard Daddario, Lee Smith and Bart
Schwartz, Esq. or any one of them, his true and lawful attorneys-in-fact and
agents, each acting alone, 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 amendments or post-effective amendments to this registration statement
(including without limitation any post-effective amendment pursuant to Rule 462
under the Securities Act of 1933, as amended), and to file the same, with all
exhibits thereto, and all 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 and about the premises, as fully to
all intents and purposes as he might or could do in person, and hereby ratifies
and confirms all that said attorneys-in-fact and agents, each acting alone, or
their substitute or substitutes, may lawfully do or cause to be done.
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 Title Date
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/s/ Michael Isor Roth Chairman of the Board, Chief August 5, 2002
---------------------------------- Executive Officer and Director
Michael Isor Roth (Principal Executive Officer)
/s/ Richard Daddario Executive Vice President and Chief August 5, 2002
---------------------------------- Financial Officer (Principal
Richard Daddario Financial Officer)
/s/ Arnold Barry Brousell Vice President--Financial Reporting August 5, 2002
---------------------------------- and Chief Accounting Officer
Arnold Barry Brousell (Principal Accounting Officer)
/s/ Tom Hans Barrett Director August 5, 2002
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Tom Hans Barrett
/s/ David Lincoln Call Director August 5, 2002
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David Lincoln Call
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/s/ Glen Robert Durham Director August 5, 2002
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Glen Robert Durham
/s/ James Bernard Farley Director August 5, 2002
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James Bernard Farley
/s/ Samuel Joseph Foti President, Chief Operating Officer August 5, 2002
---------------------------------- and Director
Samuel Joseph Foti
/s/ Robert Holland, Jr. Director August 5, 2002
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Robert Holland, Jr.
/s/ James Lawrence Johnson Director August 5, 2002
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James Lawrence Johnson
/s/ Frederick Wilkinson Kanner Director August 5, 2002
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Frederick Wilkinson Kanner
/s/ Robert Raymond Kiley Director August 5, 2002
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Robert Raymond Kiley
/s/ Kenneth Marc Levine Executive Vice President, Chief August 5, 2002
---------------------------------- Investment Officer and Director
Kenneth Marc Levine
/s/ Jane Cahill Pfeiffer Director August 5, 2002
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Jane Cahill Pfeiffer
/s/ Thomas Charles Theobald Director August 5, 2002
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Thomas Charles Theobald
/s/ David Marion Thomas Director August 5, 2002
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David Marion Thomas
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EXHIBIT INDEX
Exhibit Number Description
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4.1 - The MONY Group Inc. 2002 Stock Option Plan (incorporated by reference to Exhibit
C of the Company's Definitive Proxy Statement on Schedule 14A, filed on March
29, 2002).
4.2 - Amended and Restated Certificate of Incorporation of the Company, dated November
3, 1998 (incorporated by reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-1, as amended, File No. 333-63835).
4.3 - Amended and Restated By-Laws of the Company (incorporated by reference to
Exhibit 3.2 of the Company's Registration Statement on Form S-1, as amended,
File No. 333-63835).
4.4 - Amendment to the Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1998, File No. 1-14603).
4.5 - Form of Certificate for Common Stock (incorporated by reference to Exhibit 4.1
to the Company's Registration Statement on Form S-1, as amended, File No.
333-63835).
4.6 - Form of Rights Agreement, dated as of November 10, 1998, between the Company and
First Chicago Trust Company of New York, as rights agent. The Rights Agreement
includes the Form of Rights Certificate as Exhibit A, and the Summary of Rights
as Exhibit B (incorporated by reference to Exhibit 10.37 to the Company's
Registration Statement on Form S-1, as amended, File No. 333-63835).
5.1 - Opinion of Bart Schwartz, Esq., Senior Vice President and General Counsel of the
Company.
23.1 - Consent of PricewaterhouseCoopers LLP.
24.1 - Power of Attorney of the Officers and Directors who signed this Registration
Statement set forth on page II-5 herein.
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