FORM S-8

As filed with the Securities and Exchange Commission on August 20, 2013

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

MBIA INC.

(Exact name of registrant as specified in its charter)

 

 

 

Connecticut   06-1185706

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

113 King Street

Armonk, New York 10504

(Address of Principal Executive Offices including Zip Code)

MBIA Inc. 2005 Non-Employee Director

Deferred Compensation Plan

(Full title of the Plan)

Ram D. Wertheim, Esq.

Executive Vice President, Chief Legal Officer and Secretary

MBIA Inc.

113 King Street

Armonk, New York 10504

(914) 765-3945

(Name, address and telephone number of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of securities

to be registered

  

Amount

to be

registered

  

Proposed

maximum

offering price

per share

  

Proposed

maximum

aggregate

offering price

  

Amount of

registration fee

Common Stock, par value $1.00 per share

   200,000(1)   $12.44(2)   $2,488,000(2)   $340.00

 

 

 

(1) Consists of Shares of Common Stock of MBIA Inc. to be issued under the MBIA Inc. 2005 Non-Employee Director Deferred Compensation Plan, as amended (the “Plan”).
(2) Computed pursuant to Rule 457(h) under the Securities Act of 1933 solely for the purpose of determining the registration fee, based upon an assumed price of $12.44 per share, which is the average of the high and low prices of MBIA Inc. Common Stock on August 15, 2013, as reported on the New York Stock Exchange Consolidated Tape.

 

 

 

EXPLANATORY NOTE

MBIA Inc. (the “Company”) is filing this registration statement in accordance with Instruction E to Form S-8 to register 200,000 additional shares of common stock, par value $1.00 per share (the “Common Stock”) of the Company that may be issuable pursuant to the MBIA Inc. 2005 Non-Employee Director Deferred Compensation Plan, as amended (the “Plan”).

The contents of the Company’s original Registration Statement on Form S-8, Registration Statement No. 333-84300, filed on March 14, 2002, and additional Registration Statement on Form S-8, Registration Statement No. 333-152894, filed on August 8, 2008, are incorporated herein by reference.

 

2

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 Armonk, State of New York on August 20, 2013.

 

MBIA INC.
By:   /s/ Joseph W. Brown
  Joseph W. Brown
  Chief Executive Officer

 

3

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each undersigned does hereby make, constitute and appoint each of Ram D. Wertheim and Andrew P. Hughes as his or her true and lawful attorney-in-fact and agent, in his or her name, place and stead, to execute on his or her behalf, as an officer and/or director of MBIA Inc. (the “Company”), the Registration Statement of the Company on Form S-8 (the “Registration Statement”) for the registration of shares of the Company’s common stock, par value $1.00 (the “Common Stock”), in connection with the MBIA Inc. 2005 Non-Employee Director Deferred Compensation Plan and any and all amendments (including post-effective amendments) to the Registration Statement, and file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 (the “Act”), and any and all other instruments which said attorney-in-fact and agent deem necessary or advisable to enable the Company to comply with the Act, the rules, regulations and requirements of the SEC in respect thereof, and the securities or Blue Sky laws of any State or governmental subdivision, giving and granting to said attorney-in-fact and agent full power and authority to do and perform each and every act and thing whatsoever necessary or appropriate to be done in and about the premises as fully to all intents as he or she might or could do if personally present at the doing thereof, with full power of substitution and resubstitution, hereby ratifying and confirming all that his or her said attorney-in-fact and agent or substitutes may or shall 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 this 20th day of August, 2013.

 

/s/ Joseph W. Brown

Joseph W. Brown

   

Chief Executive Officer

and Director

   

/s/ Steven J. Gilbert

Steven J. Gilbert

    Director

/s/ C. Edward Chaplin

C. Edward Chaplin

   

President, Chief Financial

Officer and Chief

Administrative Officer

   

/s/ Kewsong Lee

Kewsong Lee

    Director

/s/ Douglas C. Hamilton

Douglas C. Hamilton

   

Assistant Vice President

and Controller

   

/s/ Charles R. Rinehart

Charles R. Rinehart

    Director

/s/ Daniel P. Kearney

Daniel P. Kearney

    Chairman and Director   

/s/ Theodore Shasta

Theodore Shasta

    Director

/s/ Maryann Bruce

Maryann Bruce

    Director   

/s/ Richard C. Vaughan

Richard C. Vaughan

    Director

/s/ David A. Coulter

David A. Coulter

    Director      

 

4

Index to Exhibits

 

Exhibit No.

   

Description of Exhibit

  4.1    Amended and Restated Certificate of Incorporation of the Company, dated May 5, 2005, incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.
  4.2    Company’s By-laws as Amended as of July 14, 2009, incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on July 16, 2009.
  5    Opinion of Day Pitney LLP as to the legality of securities to be registered (filed herewith).
10.1    MBIA Inc. 2005 Non-Employee Director Deferred Compensation Plan, as amended as of August 2, 2012 (filed herewith).
23.1    Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2    Consent of Day Pitney LLP (included in Exhibit 5).
24.1    Powers of Attorney (included on signature page).

 

5