As filed with the Securities and Exchange Commission on August 13, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8 AND
POST-EFFECTIVE AMENDMENT NO. 8 ON
FORM S-8 TO FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SLM HOLDING CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 52-2013874
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
11600 Sallie Mae Drive
Reston, Virginia 21093
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(Address of Principal Executive Offices) (Zip Code)
Sallie Mae 1993-1998 Stock Option Plan;
Sallie Mae Board of Directors' Stock Option Plan;
Sallie Mae Incentive Performance Plan;
Sallie Mae Board of Directors' Restricted Stock Plan;
Sallie Mae Employees' Stock Purchase Plan;
Sallie Mae Directors Deferred Compensation Plan; and
Sallie Mae Stock Compensation Plan
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(Full Title of the Plans)
MARIANNE M. KELER, ESQ.
General Counsel
SLM Holding Corporation
11600 Sallie Mae Drive
Reston, Virginia 21093
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(Name and Address of Agent for Service)
(703) 810-3000
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(Telephone Number, Including Area Code, of Agent for Service)
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Copies to:
RONALD O. MUELLER, ESQ.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W., Suite 900
Washington, D.C. 20036
(202) 955-8500
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed Maximum
Title of Securities Amount to be Maximum Offering Aggregate Offering Amount of
to be registered Registered(1) Price Per Share Price Registration Fee
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Common Stock, $0.20 par
value per share 616,663 $140.625 $86,718,234 $26,278.25(2)
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Common Stock, $0.20 par
value per share 2,555,000 (3) (3) (3)
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(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar
transactions.
(2) Calculated pursuant to Rules 457(c) and 457(h)(1) based upon the average
of the high and low prices of the Common Stock on the New York Stock
Exchange on August 11, 1997, which was $140.625.
(3) 2,555,000 of the shares of the Registrant's Common Stock covered by this
Registration Statement on Form S-8, representing shares issuable or
reserved for issuance under the Registrant's stock option plans, have
previously been registered on the Registrant's Registration Statement on
Form S-4, Registration No. 333-21217, filed originally with the Securities
and Exchange Commission on February 5, 1997, as amended from time to time,
and accordingly no additional filing fee is being paid with respect to
such shares.
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PART I
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to
Note to Part I of Form S-8.
Item 2. Registration Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant heretofore filed
with the Securities and Exchange Commission (the "Commission") are hereby
incorporated in this Registration Statement by reference:
(1) the Registrant's Registration Statement on Form S-4 (File No.
333-21217) as filed with the Commission on July 25, 1997, as amended,
which includes the balance sheet of the Registrant dated February 3,
1997 and the consolidated financial statements of the Student Loan
Marketing Association for the year ended December 31, 1996;
(2) the Registrant's quarterly report on Form 10-Q for the quarter ended
March 31, 1997, filed on May 27, 1997; and the Registrant's quarterly
report on Form 10-Q for the quarter ended June 30, 1997, filed on
August 6, 1997; and
(3) the description of the Common Stock set forth under the caption
"Description of Registrant's Securities to be Registered" in the
Registrant's Registration Statement on Form 8-A dated August 7, 1997,
together with any amendment or report filed with the Commission for the
purpose of updating such description.
All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all such 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 reports and documents.
Any document, and 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
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other subsequently filed document that also is incorporated or deemed to be
incorporated by reference herein, modifies or supersedes such document or
statement. Any such document or statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement. Subject to the foregoing, all information appearing in
this Registration Statement is qualified in its entirety by the information
appearing in the documents incorporated by reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VIII of the Registrant's By-Laws provides for
indemnification of the officers and directors of SLM Holding Corporation to the
fullest extent permitted by applicable law. Section 145 of the Delaware General
Corporation Law provides, in relevant part, that a corporation organized under
the laws of Delaware shall have the power, and in certain cases the obligation,
to indemnify any person who was or is a party or is threatened to be made a
party to any suit or proceeding because such person is or was a director,
officer, employee or agent of the corporation or is or was serving, at the
request of the corporation, as a director, officer, employee or agent of another
corporation, against all costs actually and reasonably incurred by him in
connection with such suit or proceeding if he 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 proceeding, he had no reason
to believe his conduct was unlawful. Similar indemnity is permitted to be
provided to such persons in connection with an action or suit by or in right of
the corporation, provided such person acted in good faith and in a manner he
believed to be in or not opposed to the best interests of the corporation, and
provided further (unless a court of competent jurisdiction otherwise determines)
that such person shall not have been adjudged liable to the corporation.
The directors and officers of the Registrant and its
subsidiaries will be covered by a policy of insurance under which they will be
insured, within the limits and subject to certain limitations, against certain
expenses in connection with the defense of actions, suits or proceedings, and
certain liabilities that might be imposed as a result of such actions, suits or
proceedings in which they are parties by reason of being or having been
directors or officers.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Independent Auditors.
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration
Statement to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the 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 that is incorporated by reference in the 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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 a 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 Registrant will, unless in
the opinion of its counsel the matter has
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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 Act and will be governed by the final adjudication of
such issue.
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 District of Columbia, on this 13th day of August, 1997.
SLM HOLDING CORPORATION
By: /s/ Albert L. Lord
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ALBERT L. LORD
Chief Executive Officer
Each person whose signature appears below constitutes and
appoints Marianne M. Keler and Ronald O. Mueller, and each of them, as 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 (including post-effective
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 to 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 or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the acquirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
their capacities and on the dates indicated.
Signature Title Date
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/s/ Albert L. Lord Chief Executive Officer August 13, 1997
------------------------- (Principal Executive Officer)
ALBERT L. LORD
/s/ Mark G. Overend Chief Financial Officer August 13, 1997
------------------------- (Principal Financial and
MARK G. OVEREND Accounting Officer)
/s/ Edward A. Fox Chairman of the August 13, 1997
------------------------- Board of Directors
EDWARD A. FOX
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/s/ James E. Brandon Director August 13, 1997
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JAMES E. BRANDON
/s/ Charles L. Daley Director August 13, 1997
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CHARLES L. DALEY
/s/ Thomas J. Fitzpatrick Director August 13, 1997
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THOMAS J. FITZPATRICK
/s/ Diane S. Gilleland Director August 13, 1997
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DIANE S. GILLELAND
/s/ Ann Torre Grant Director August 13, 1997
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ANN TORRE GRANT
/s/ Ronald F. Hunt Director August 13, 1997
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RONALD F. HUNT
/s/ Benjamin J. Lambert III Director August 13, 1997
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BENJAMIN J. LAMBERT III
/s/ Marie V. McDemmond Director August 13, 1997
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MARIE V. MCDEMMOND
/s/ Barry A. Munitz Director August 13, 1997
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BARRY A. MUNITZ
/s/ Alexander Porter Director August 13, 1997
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A. ALEXANDER PORTER
/s/ Wolfgang Schoellkopf Director August 13, 1997
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WOLFGANG SCHOELLKOPF
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/s/ Steven L. Shapiro Director August 13, 1997
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STEVEN L. SHAPIRO
/s/ Randolph H. Waterfield Director August 13, 1997
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RANDOLPH H. WATERFIELD
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EXHIBIT INDEX
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Exhibit Description Sequentially Numbered Page
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5 Opinion of Gibson, Dunn & Crutcher LLP ___
23.1 Consent of Independent Auditors ___
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in N/A
Exhibit 5)
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Exhibit 5
August 13, 1997
SLM Holding Corporation C 88815-00001
1050 Thomas Jefferson Street, N.W.
Washington, D.C. 20007
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to an aggregate of 3,171,663 shares of Common Stock,
par value $0.20 per share, of SLM Holding Corporation, a Delaware corporation
(the "Company"), which are the subject of a registration statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), which shares (the "Shares") may be offered and sold under the Sallie Mae
Board of Directors' Stock Option Plan, the Sallie Mae Incentive Performance
Plan, the Sallie Mae Board of Directors' Restricted Stock Plan, the Sallie Mae
Directors Deferred Compensation Plan, the Sallie Mae Stock Compensation Plan,
the Sallie Mae Employees' Stock Purchase Plan and the Sallie Mae 1993-1998 Stock
Option Plan (together, the "Plans"), respectively.
We have examined the original, or a photostatic or certified
copy, of such records of the Company, certificates of officers of the Company
and of public officials and such other documents as we have determined relevant
and necessary as the basis for the opinion set forth below. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon our examination mentioned above, we are of the
opinion that the Shares have been validly authorized for issuance and, when
issued and sold in accordance with the terms set forth in the Registration
Statement and the Plans, and, when (a) the Registration Statement has become
effective under the Act, (b) the pertinent provisions of any applicable state
securities law have been complied with, and (c) in the case of options issued
under the Plans, the
SLM Holding Corporation
August 13, 1997
Page 2
Shares have been paid for, the Shares so issued will be legally issued and will
be fully paid and nonassessable.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm appearing on the cover
of the Registration Statement. In giving this consent, we do not admit that we
are within the category of persons whose consent is required under Section 7 of
the Act or the General Rules and Regulations of the Commission.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
ROM/SSS
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement on Form S-8 and Post-Effective Amendment No. 8 on Form
S-8 to Form S-4 pertaining to the Sallie Mae Board of Directors' Stock Option
Plan, the Sallie Mae Incentive Performance Plan, the Sallie Mae Board of
Directors' Restricted Stock Plan, the Sallie Mae Directors Deferred Compensation
Plan, the Sallie Mae Stock Compensation Plan, the Sallie Mae Employees' Stock
Purchase Plan and the Sallie Mae 1993-1998 Stock Option Plan of our report dated
February 3, 1997, with respect to the balance sheet as of February 3, 1997 of
SLM Holding Corporation and our report dated January 13, 1997 (except as to the
third and fourth paragraphs of Note 2, as to which the date is April 7, 1997),
with respect to the consolidated financial statements of the Student Loan
Marketing Association for the year ended December 31, 1996 included in the
Registration Statement (Form S-4 No. 333-21217) and related Proxy
Statement/Prospectus, as amended, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
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Ernst & Young LLP
Washington, D.C.
August 8, 1997
