As filed with the Securities and Exchange Commission on October 31, 2003
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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AMBAC FINANCIAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3621676
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One State Street Plaza
New York, New York 10004
(Address of Registrant's principal executive offices)
Ambac Financial Group, Inc. 1997 Equity Plan
Ambac Financial Group, Inc. Savings Incentive Plan
(Full title of the plan)
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Anne G. Gill, Esq.
First Vice President, Secretary and Assistant General Counsel
Ambac Financial Group, Inc.
One State Street Plaza
New York, NY 10004
(212) 208-3355
(Name, address and telephone number of agent for service)
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Copies to:
George Spera, Esq.
Shearman & Sterling
599 Lexington Avenue, New York, NY 10022
(212) 848-4000
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price per Aggregate Offering Registration Fee
Share(2) Price(2)
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Common Stock, US $0.01 par value per 6,250,000 $69.14 $432,125,000 $34,959
share (including Series A junior
participating preferred share purchase
rights attached thereto)(3)
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(1) Includes (i) 5,750,000 shares under the Ambac Financial Group, Inc.
1997 Equity Plan (the "Equity Plan") and (ii) 500,000 shares under the
Ambac Financial Group, Inc. Savings Incentive Plan (the "SIP").
Pursuant to Rule 416(c) under the Securities Act of 1933 (the
"Securities Act") this Registration Statement also covers (i) an
indeterminate amount of interests to be offered or sold pursuant to
the SIP and (ii) such number of additional shares that may become
available for purchase pursuant to the
Equity Plan and the SIP in the event of certain changes in the
outstanding Shares, including reorganizations, mergers,
recapitalizations, restructurings, stock dividends, stock splits,
reverse stock splits and reclassifications.
(2) The proposed maximum offering price per share and proposed maximum
offering price have been estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(h) and 457(c)
under the Securities Act, based upon the average of the high and low
prices for the common shares reported on the New York Stock Exchange
on October 24, 2003.
(3) The Series A junior participating preferred share purchase rights
initially are attached to and trade with all the shares of common
stock outstanding as of, and issued subsequent to, January 31, 1996,
pursuant to the terms of the Company's Rights Agreement, dated as of
January 31, 1996, as amended. Until the occurrence of certain
prescribed events, the rights are not exercisable, are evidenced by
the certificates for the common stock and will be transferred only
with the common stock. The value attributable to such rights, if any,
is reflected in the market price of the common stock.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
TO FORM S-8
The contents of the Registration Statement on Form S-8 (File No.
333-52449) that Ambac Financial Group, Inc. (the "Company") filed with the
Securities and Exchange Commission on May 12, 1998, are hereby incorporated by
reference.
Explanatory Statement
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The shares covered by this Registration Statement may be offered and
sold to employees of the Company and its subsidiaries under the following plans:
o 5,750,000 shares under the Company's 1997 Equity Plan (the
"Equity Plan"); and
o 500,000 shares under the Company's Savings Incentive Plan.
On May 6, 2003, the Company's stockholders approved amendments to the
Equity Plan that, among other things, increased by 5,750,000 the number of
shares over which the Company may make awards thereunder.
Information not in earlier registration statement
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Item: 5 Interests of Named Experts and Counsel
Anne G. Gill, Esq., First Vice President, Assistant General Counsel
and Secretary of the Company, has given an opinion on the validity of the
securities being registered. Ms. Gill beneficially owns, or has the right to
acquire under Ambac's employee benefit plans, an aggregate of less than 1% of
Ambac's common stock.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act,
Ambac Financial Group, Inc. 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 New York, New York on October 31, 2003.
AMBAC FINANCIAL GROUP, INC.
By: /s/ Anne G. Gill
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Name: Anne G. Gill
Title: First Vice President, Secretary and
Assistant General Counsel
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act, the
Ambac Financial Group, Inc. Savings Incentive Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, in the
capacity indicated, on October 30, 2003.
AMBAC FINANCIAL GROUP, INC. SAVINGS
INCENTIVE PLAN
By: /s/ Gregg L. Bienstock
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Name: Gregg L. Bienstock
Title: Managing Director, Human Resources
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature to this
Registration Statement appears below hereby constitutes and appoints each of
Thomas J. Gandolfo, Gregg L. Bienstock and Anne G. Gill as such person's true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments to the Registration
Statement, including post-effective amendments, and registration statements
filed pursuant to Rule 462 under the Securities Act of 1933, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and does hereby grant unto each
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 such person might or could do
in person, hereby ratifying and confirming all that each said attorney-in-fact
and agent, or any substitute therefore, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
the following persons have signed this Registration Statement in the indicated
capacities on October 31, 2003.
Signature Title
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/s/ Phillip B. Lassiter Chairman and Chief Executive Officer
- ------------------------------------ (Principal Executive Officer)
Phillip B. Lassiter
/s/ Thomas J. Gandolfo Senior Vice President and Chief
- ------------------------------------ Financial Officer (Principal Financial
Thomas J. Gandolfo and Accounting Officer)
/s/ Michael A. Callen Director
- ------------------------------------
Michael A. Callen
/s/ Renso L. Caporali Director
- ------------------------------------
Renso L. Caporali
/s/ Jill M. Considine Director
- ------------------------------------
Jill M. Considine
/s/ Richard Dulude Director
- ------------------------------------
Richard Dulude
/s/ Robert J. Genader Director
- ------------------------------------
Robert J. Genader
/s/ W. Grant Gregory Director
- ------------------------------------
W. Grant Gregory
/s/ Laura S. Unger Director
- ------------------------------------
Laura S. Unger
Exhibit Index
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description of Document
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4.01 Conformed Amended and Restated Certificate of Incorporation
of the Company filed with the Secretary of State of the
State of Delaware on July 11, 1997. (Filed as Exhibit 4.05
to the Company's Quarterly Report for the quarter ended
September 30, 1997 and incorporated herein by reference.)
4.02 Conformed Copy of the Certificate of Amendment to the
Amended and Restated Certificate of Incorporation of the
Company filed with the Secretary of State of the State of
Delaware on May 13, 1998. (Filed as Exhibit 4.04 to the
Company's Quarterly Report for the quarter ended June 30,
1998 and incorporated herein by reference.)
4.03 By-laws of the Company, as amended through January 28,
1998. (Filed as Exhibit 3.03 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2003
and incorporated herein by reference.)
4.04 Definitive Engraved Stock Certificate representing shares
of Common Stock. (Filed as Exhibit 4.01 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1997 and incorporated herein by reference.)
4.05 Rights Agreement, dated as of January 31, 1996, between
Ambac Financial Group, Inc. and Citibank N.A., as Rights
Agent, including all exhibits thereto. (Filed as Exhibit 1
to the Company's Registration Statement on Form 8-A dated
February 27, 1996 and incorporated herein by reference.)
4.06 Amendment to Rights Agreement, dated as of May 16, 2003
between Ambac Financial Group, Inc., and Citibank N.A., as
Rights Agent, including all exhibits thereto (Filed as
Exhibit 2 to the Company's Registration Statement on Form
8-A/A dated May 21, 2003 and incorporated herein by
reference.)
4.07 Ambac Financial Group, Inc. 1997 Equity Plan, as amended
through May 6, 2003.
5 Opinion of Anne G. Gill, First Vice President, Secretary
and Assistant General Counsel of Ambac Financial Group,
Inc.
23.01 Consent of KPMG LLP
23.02 Consent of Anne G. Gill (included in Exhibit 5)
24 Power of Attorney (included on signature pages).