As filed with the Securities and Exchange Commission on August 20, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Independence Holding Company
(Exact name of registrant as specified in its charter)
Delaware 58-1407235
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
96 Cummings Point Road
Stamford, Connecticut 06902
(Address of Principal Executive Offices)
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Independence Holding Company
2003 Stock Incentive Plan
(Full Title of the Plan)
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David Kettig
Vice President -- Legal and Secretary
Independence Holding Company
96 Cummings Point Road
Stamford, Connecticut 06902
(Name and Address of Agent for Service)
(203) 358-8000
(Telephone Number, Including Area
Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
------------------ -------------- ------------------- ------------------ ------------
Title of Proposed Maximum Proposed Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
------------------ -------------- ------------------- ------------------ ------------
Common Stock
(par value $1.00 280,000 $19.51 $5,462,800 $692.14
per share)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended. The
Proposed Maximum Offering Price Per Share is based upon the average of the
high and low prices of Registrant's common stock on the Nasdaq National
Market on August 18, 2004, which is within five (5) business days prior to
the date of this Registration Statement.
THIS REGISTRATION OF ADDITIONAL SECURITIES RELATES BACK TO THE REGISTRATION
STATEMENT FILED JULY 30, 2004 BY THE REGISTRANT ON FORM S-8 (NO. 333-117792) AND
THE CONTENTS THEREOF ARE INCORPORATED HEREIN BY REFERENCE.
These additional securities are being registered to reflect the 80% stock
dividend announced by the Registrant on June 9, 2004 and given effect on July 2,
2004, to holders of record as of June 18, 2004.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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Exhibit Number Description
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5.1 Opinion of Kramer Levin Naftalis &
Frankel LLP (including consent).
23.1 Consent of KPMG LLP.
23.2 Consent of Kramer Levin Naftalis &
Frankel LLP (included in Exhibit 5.1
above).
24.1 Power of Attorney (contained in Signature
Page hereto).
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 Stamford, State of Connecticut on this 20th day of
August, 2004.
Independence Holding Company
By: /s/ Roy T. K. Thung
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Name: Roy T. K. Thung
Title: President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roy T. K. Thung his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all 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 for all intents and purposes as he or she 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 and on the dates indicated.
Signature Title(s) Date
-------------------------- ------------------------------------------- ---------------
/s/ Roy T. K. Thung
President and Chief Executive Officer August 20, 2004
(Principal Executive Officer)
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Roy T. K. Thung
/s/ Teresa A. Herbert Vice President and Chief Financial Officer
(Principal Financial and Accounting August 20, 2004
Officer)
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Teresa A. Herbert
/s/ Larry R. Graber Director
August 20, 2004
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Larry R. Graber
/s/ Allan C. Kirkman Director
August 20, 2004
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Allan C. Kirkman
/s/ Steven B. Lapin Director and Vice Chairman
August 20, 2004
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Steven B. Lapin
/s Edward Netter Director and Chairman
August 20, 2004
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Edward Netter
/s/ Robert P. Ross, Jr. Director
August 20, 2004
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Robert P. Ross, Jr.
/s/ James G. Tatum Director
August 20, 2004
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James G. Tatum
EXHIBIT INDEX
Exhibit Number Description
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5.1 Opinion of Kramer Levin Naftalis &
Frankel LLP (including consent).
23.1 Consent of KPMG LLP.
23.2 Consent of Kramer Levin Naftalis &
Frankel LLP (included in Exhibit 5.1
above).
24.1 Power of Attorney (contained in
Signature Page hereto).