As filed with the Securities and Exchange Commission on March 29, 2004.
Registration Statement No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Bexil Corporation
(Exact name of registrant as specified in its charter)
Maryland 13-3907058
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
11 Hanover Square
New York, New York 10005
(Address of Principal (Zip Code)
Executive Offices)
Bexil Corporation
2004 Incentive Compensation Plan
(Full title of the plan)
THOMAS B. WINMILL
PRESIDENT
Bexil Corporation
11 Hanover Square
New York, New York 10005
(Name and address of agent for service)
(212) 785-0400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Amount Proposed maximum Proposed maximum Amount of
Title of Securities to be offering price aggregate registration
to be registered registered(1) per share(2) offering price(2) fee
-------------------------------- ----------------- --------------------- --------------------- ---------------------
Common Stock, par value $.01
per share 175,918 shares $20.93 $3,681,963.74 $466.51
================================ ================= ===================== ===================== =====================
(1) The shares of Common Stock set forth in the Calculation of Registration Fee
table and which may be offered pursuant to this registration statement include,
pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), such additional number of shares of the Registrant's Common
Stock as may become issuable as a result of any stock splits, stock dividends or
similar events.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act, based on the average of the
high and low trading prices of the Common Stock as reported on the American
Stock Exchange on March 22, 2004 of $20.93.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which are on file (File No. 811-07833) with the
Securities and Exchange Commission (the "SEC"), are incorporated herein by
reference and made a part hereof:
(a) Annual Report on Form N-CSR of Bexil Corporation ("Bexil") for the
year ended December 31, 2003;
(b) Bexil's Current Report on Form 8-K dated March 1, 2004; and
(c) The description of Bexil's Common Stock, par value $.01 per share
which is incorporated in Bexil's Registration Statement on Form 10
(File No. 001-12233) filed with the SEC pursuant to Section 12(b) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
by reference to Bexil's Statement on Form N-2 (File No. 811-07833) as
filed with the SEC on September 26, 1996, at Item 10.
All documents subsequently filed by Bexil 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 herein by reference and be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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 which also is or is
deemed to be incorporated by reference herein modifies or supersedes that
statement. Any such statement so modified or superseded shall not constitute a
part of this registration statement, except as so modified or superseded.
Item 4. Description of Securities.
This Item is not applicable.
Item 5. Interests of Named Experts and Counsel.
This Item is not applicable.
Item 6. Indemnification of Directors and Officers.
The Maryland General Corporation Law (the "MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgment as being material to the cause of action. The
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Articles of Incorporation of Bexil, as amended (the "Charter") contains such a
provision which eliminates such liability to the maximum extent permitted by
applicable law.
The Charter obligates Bexil, to the maximum extent permitted by applicable
law, to indemnify and advance expenses to (a) any present or past director,
officer, employee or agent and (b) any person who, at the request of Bexil,
serves or has served as a director, officer, employee or agent in similar
capacities for other entities. The By-laws of Bexil (the "Bylaws") obligate it,
to the maximum extent permitted by applicable law, including the MGCL, to
indemnify and to pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to (a) any present or former director, officer,
employee or agent who is made a party, or threatened to be made a party, to a
proceeding by reason of his or her service in that capacity or (b) any person
who, at the request of Bexil, serves or has served another corporation,
partnership, joint venture, trust or any other enterprise as a director,
officer, employee, partner, trustee or agent of such corporation, partnership,
joint venture, trust or other enterprise and who is made a party, or threatened
to be made a party, to the proceeding by reason of his or her service in that
capacity. The Bylaws also provide that Bexil shall not indemnify a person for
any liability arising by reason of that person's willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his or her office or any contract or agreement with Bexil ("disabling conduct").
The Bylaws establish procedures for determining whether disabling conduct has
occurred.
The MGCL requires a corporation (unless its charter provides otherwise,
which the Charter does not) to indemnify a director or officer who has been
successful, on the merits or otherwise, in the defense of any proceeding to
which he or she is made a party by reason of his or her service in that
capacity. The MGCL permits a corporation to indemnify its present and former
directors and officers, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (a) the act or omission
of the director or officer was material to the matter giving rise to the
proceeding and (i) was committed in bad faith or (ii) was the result of active
and deliberate dishonesty, (b) the director or officer actually received an
improper personal benefit in money, property or services or (c) in the case of
any criminal proceeding, the director or officer had reasonable cause to believe
that the act or omission was unlawful. However, under the MGCL, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation or for a judgment of liability on the basis that
personal benefit was improperly received, unless in either case a court orders
indemnification and then only for expenses. In addition, the MGCL permits a
corporation to advance reasonable expenses to a director or officer upon the
corporation's receipt of (a) a written affirmation by the director or officer of
his or her good faith belief that he or she has met the standard of conduct
necessary for indemnification by the corporation and (b) a written undertaking
by him or her or on his or her behalf to repay the amount paid or reimbursed by
the corporation if it shall ultimately be determined that the standard of
conduct was not met.
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Bexil's directors and officers are insured against certain liabilities for
actions taken in such capacities prior to January 6, 2004 while Bexil was an
investment company under the Investment Company Act of 1940, as amended,
including with respect to claims made after Bexil deregistered on January 6,
2004 as an investment company for actions taken prior to that date.
Item 7. Exemption from Registration Claimed.
This Item is not applicable.
Item 8. Exhibits.
4-a-1 -- Articles of Incorporation (the "Charter") of Bexil filed as
Exhibit A to Bexil's Registration Statement on Form N-2
(Registration No. 811-07833) ("Form N-2"), are hereby
incorporated by reference.
4-a-2 -- Articles of Amendment to the Charter filed as Exhibit A to
Bexil's Post-Effective Amendment to Form N-2, are hereby
incorporated by reference.
4-a-3 -- Articles of Amendment to the Charter.
4-b -- By-laws of Bexil.
4-c-1 -- Bexil's 2004 Incentive Compensation Plan effective as of March
24, 2004, included as Appendix A to Bexil's Proxy Statement for
its 2004 Special Meeting of Stockholders, is hereby incorporated
by reference.
4-c-2 -- Forms of Stock Option Agreements under Bexil's 2004 Incentive
Compensation Plan.
5 -- Opinion of Venable LLP as to the legality of any newly issued
shares of Common Stock of Bexil covered by this registration
statement.
23-a -- Consent of Tait, Weller & Baker, independent public accountants.
23-b -- Consent of Chadbourne & Parke LLP.
23-c -- Consent of Venable LLP, contained in its opinion filed as Exhibit
5 to this registration statement.
24 -- Powers of Attorney authorizing certain persons to sign this
registration statement on behalf of certain directors and
officers of Bexil.
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Item 9. Undertakings.
A. Bexil 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, as amended (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; 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 clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed with or furnished to the
Commission by Bexil pursuant to Section 13 or 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of Bexil's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act 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.
B. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Bexil
pursuant to the foregoing provisions, or otherwise, Bexil 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 Bexil of expenses incurred or paid by a director, officer or
controlling person of Bexil 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, Bexil 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 the 29th day of March,
2004.
BEXIL CORPORATION
By /s/ THOMAS B. WINMILL
--------------------------------
(Thomas B. Winmill, President)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 29th day of March, 2004 by the
following persons in the capacities indicated:
Signature Title
--------- -----
RUSSELL E. BURKE III* Director
PETER M. KUHLMANN* Director
FREDERICK A. PARKER, JR.* Director
BASSETT S. WINMILL* Director
MARK C. WINMILL* Director
/s/ THOMAS B. WINMILL Director and President
-------------------------------- (principal executive officer
Thomas B. Winmill
DOUGLAS WU* Director
WILLIAM G. VOHRER* Treasurer (principal financial and
accounting officer)
* By /s/ THOMAS B. WINMILL
--------------------------------------------------
(Thomas B. Winmill, Attorney-in-fact)**
** By authority of the powers of attorney filed herewith.
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EXHIBIT INDEX
Exhibit Page
Number
4-a-1 Articles of Incorporation (the "Charter") of Bexil filed as
Exhibit A to Bexil's Registration Statement on Form N-2
(Registration No. 811-07833) ("Form N-2"), are hereby
incorporated by reference.
4-a-2 Articles of Amendment to the Charter filed as Exhibit A to
Bexil's Post-Effective Amendment to Form N-2, are hereby
incorporated by reference.
4-a-3 Articles of Amendment to the Charter.
4-b By-laws of Bexil.
4-c-1 Bexil's 2004 Incentive Compensation Plan effective as of
March 24, 2004, included as Appendix A to Bexil's Proxy
Statement for its 2004 Special Meeting of Stockholders, is
hereby incorporated by reference.
4-c-2 Forms of Stock Option Agreements under Bexil's 2004
Incentive Compensation Plan.
5 Opinion of Venable LLP as to the legality of any newly
issued shares of Common Stock of Bexil covered by this
registration statement.
23-a Consent of Tait, Weller & Baker, independent public
accountants.
23-b Consent of Chadbourne & Parke LLP.
23-c Consent of Venable LLP, contained in its opinion filed as
Exhibit 5 to this registration statement.
24 Powers of Attorney authorizing certain persons to sign this
registration statement on behalf of certain directors and
officers of Bexil.