As filed with the Securities and Exchange Commission on July
27, 2007
Registration
No. 333-142569
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 1
To
Form S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
Crawford &
Company
(Exact
name of registrant as specified in its charter)
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Georgia
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58-0506554
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(State or other
jurisdiction
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(I.R.S. Employer
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of incorporation or
organization)
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Identification
Number)
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1001 Summit Boulevard
Atlanta, Georgia 30319
(404) 256-0830
(Address, including zip code,
and telephone number,
including area code, of
registrant’s principal executive offices)
Allen W. Nelson
Executive Vice President — General Counsel and
Corporate Secretary
Crawford & Company
1001 Summit Boulevard
Atlanta, Georgia 30319
(404) 256-0830
(Name, address, including zip
code, and telephone number,
including area code, of agent
for service)
Copy to:
John J. Kelley III
John D. Wilson
King & Spalding LLP
1180 Peachtree Street
Atlanta, Georgia 30309-3521
(404) 572-4600
Approximate date of commencement of proposed sale to the
public:
From time to time after the effective
date of this Registration Statement, as determined by the
shareholders.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box.
o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box.
þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering.
o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering.
o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following box.
o
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following box.
o
CALCULATION
OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Aggregate
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Title of Each Class of
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Amount to
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Offering Price
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Offering
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Amount of
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Securities to be Registered
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be Registered
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per Share
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Price
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Registration Fee
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Class A Common Stock, par
value $1.00 per share
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842,815
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$6.35
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$5,351,876
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$165(1)
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The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission
acting pursuant to said Section 8(a), may determine.
842,815 Shares of
Class A Common Stock
Crawford &
Company
This prospectus relates to 842,815 shares of Class A
Common Stock that will be sold by the selling shareholders named
in this prospectus. The selling shareholders acquired these
shares from us in a private placement completed on
October 30, 2006. We will not receive any of the proceeds
from the sale of those shares.
The prices at which the selling shareholders may sell these
shares will be determined by the prevailing market price for
shares of our common stock or in privately negotiated
transactions. For a description of the plan of distribution for
the shares, see page 6 of this prospectus. We will not
receive any proceeds from the sale of these shares by the
selling shareholders.
The Class A Common Stock is traded on the New York Stock
Exchange under the symbol “CRDA.” On July 25,
2007, the last reported sales price for the Class A Common
Stock on the New York Stock Exchange was $5.75 per share.
See “Risk Factors” beginning on page 4 of this
Prospectus for factors you should consider before buying shares
of Class A Common Stock.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities, or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this Prospectus is July 27, 2007.
FORWARD-LOOKING
STATEMENTS
Certain written and oral statements made by us in this
prospectus, and other materials filed or to be filed by us with
the Securities and Exchange Commission, or SEC, and incorporated
by reference herein contain, or will contain,
“forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, without limitation, any
statement that may predict, forecast, indicate or imply future
results, performance or achievements. Forward-looking statements
include risks and uncertainties which could cause actual results
or outcomes to differ materially from those expressed in the
forward-looking statements. Forward-looking statements may be
identified, without limitation, by the use of such words as
“anticipates,” “estimates,”
“expects,” “intends,” “plans,”
“predicts,” “projects,”
“believes,” “could,” “would,”
“should,” “may,” “goal,”
“strategy,” or “will,” or words or phrases
of similar meaning. We undertake no obligation to revise or
publicly release the results of any revisions to forward-looking
statements or to identify any new risk factors which may arise.
Given these risks and uncertainties, investors should not place
undue reliance on forward-looking statements as a prediction of
actual future results.
Forward-looking statements include risks and uncertainties which
could cause actual results or outcomes to differ materially from
those expressed in the forward-looking statements. In addition
to other risk factors and matters discussed elsewhere herein,
some of the important general factors that could cause actual
results to differ materially from those discussed in the
forward-looking statements include the following:
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declines in the volume of cases referred to us for many of our
service lines associated with the property and casualty
insurance industry,
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global economic conditions, interest rates, foreign currency
exchange rates,
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regulations and practices of various governmental authorities,
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the financial conditions of our clients,
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regulatory changes related to funding of defined benefit pension
plans and the fact that our U.S. and U.K. defined benefit
pension plans are significantly underfunded,
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changes in the degree to which property and casualty insurance
carriers outsource their claims handling functions,
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changes in overall employment levels and associated workplace
injury rates in the U. S.,
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the ability to identify new revenue sources not tied to the
insurance underwriting cycle,
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the ability to develop or acquire information technology
resources to support and grow our business, the ability to
attract and retain qualified personnel,
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renewal of existing major contracts with clients on satisfactory
financial terms,
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general risks associated with doing business outside the U.S.,
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our ability to comply with debt covenants,
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possible legislation or changes in market conditions that may
curtail or limit growth in product liability and securities
class actions,
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our integration of Broadspire Management Services, Inc., and
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Any other factors referenced or incorporated by reference in
this prospectus and any other documents filed with the SEC.
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2
OUR
BUSINESS
Following is a short summary of our business. You should read
carefully this entire prospectus, as well as the documents
incorporated by reference in this prospectus, before making an
investment decision. References in this prospectus to “our
Company,” “we,” “our,” and
“us” refer to Crawford & Company.
Crawford & Company, founded in 1941, is the
world’s largest (based on annual revenues) independent
provider of claims management solutions to insurance companies
and self-insured entities, with a global network of more than
700 offices in 63 countries. Major service lines include
property and casualty claims management, integrated claims and
medical management for workers’ compensation, legal
settlement administration, including class action and warranty
inspection, and risk management information services.
Our principal executive offices are located at 1001 Summit
Boulevard, Atlanta, Georgia 30319. Our telephone number is
404-256-0830
and our website is located at www.crawfordandcompany.com. The
information on our website is not incorporated into this
prospectus.
3
RISK
FACTORS
You should carefully consider the risk described below, the
risks that are described in our Annual Report on Form
10-K
for the
fiscal year ended December 31, 2006, as well as other
information contained in this prospectus and the incorporated
documents when considering an investment decision with respect
to the Class A Common Stock. Additional risks and
uncertainties not presently known to us, or that we currently
deem immaterial, may also impair our business operations. Any of
the events discussed in the risk factors below may occur. If
they do, our business, results of operations or financial
condition could be materially adversely affected. In such an
instance, the trading prices of the Class A Common Stock
could decline, and you might lose all or part of your
investment.
Risks
Related to Our Common Stock
Our stock price may be volatile, and you could lose all or
part of your investment.
The market for equity securities is often volatile. The
following factors could cause the price of our common stock in
the public market to fluctuate significantly from the price you
will pay in this offering:
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variations in our quarterly operating results;
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changes in market valuations of companies in our industry;
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fluctuations in stock market prices and volumes;
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issuances of common stock or other securities in the future;
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the addition or departure of key personnel; and
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announcements by us or our competitors of new service offerings,
acquisitions or joint ventures.
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Volatility in the market price of our common stock may prevent
investors from being able to sell their common stock at or above
the price that they pay, depending on many factors. In the past,
class action litigation has often been brought against companies
following periods of volatility in the market price of those
companies’ common stock. We may become involved in this
type of litigation in the future. Litigation is often expensive
and diverts management’s attention and company resources
and could have a material adverse effect on our business and
operating results.
WHERE YOU
CAN FIND MORE INFORMATION
This prospectus is part of a registration statement we filed
with the SEC. You should rely only on the information contained
in this prospectus or incorporated herein by reference. We have
not authorized anyone else to provide you with different
information. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the
front page of this prospectus, regardless of the time of
delivery of this prospectus or any sale of Class A Common
Stock.
We file annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read, without
charge, and copy the documents we file at the SEC’s public
reference room at 100 F Street N.E., Washington, D.C.
20549. You can request copies of these documents by writing to
the SEC and paying a fee for the copying cost. Please call the
SEC at
1-800-SEC-0330
for further information on the public reference room. Our SEC
filings are also available to the public at no cost from the
SEC’s website at
http://www.sec.gov.
We incorporate by reference the filed documents listed below,
except as superseded, supplemented or modified by this
prospectus, and any future filings we will make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act:
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our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2006;
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our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2007;
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our Current Reports on
Form 8-K
filed on January 16, 2007; January 25, 2007;
February 2, 2007; February 9, 2007; March 15,
2007; May 14, 2007 and July 6, 2007;
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the description of our Class A Common Stock, par value
$1.00, contained in the Registration Statement on
Form 8-A,
dated July 16, 1990, pursuant to Section 12(b) of the
Exchange Act.
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Any statement contained in the documents incorporated or deemed
to be incorporated by reference in this prospectus shall be
deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is incorporated
or deemed to be incorporated by reference in this prospectus
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.
The reports and other documents that we file after the date of
this prospectus will update, supplement and supersede the
information in this prospectus. You may request and obtain a
copy of these filings, at no cost, by writing or telephoning us
at the following address or phone number:
Crawford & Company
5620 Glenridge Drive, N.E.
Atlanta, Georgia 30342
Attn. Allen W. Nelson
(404) 256-0830
SELLING
SHAREHOLDERS
We are registering for resale the shares of Class A Common
Stock covered by this prospectus on behalf of the shareholders
identified below. The shareholders acquired the resale shares
from us in a private placement. David Henderson and Sharon F.
O’Shea who are selling shareholders are also employees of
Broadspire Management Services, Inc., our wholly-owned
subsidiary. We are registering the shares to permit the
shareholders and their pledgees, donees, transferees and other
successors-in-interest
that receive their shares from a shareholder as a gift,
partnership distribution or other non-sale related transfer
after the date of this prospectus to resell the shares when and
as they deem appropriate. The following table sets forth:
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the name of the shareholders;
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the number and percent of shares of our Class A Common
Stock that the shareholders beneficially owned prior to the
offering for resale of the shares under this prospectus;
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the number of shares of our Class A Common Stock that may
be offered for resale for the account of the shareholders under
this prospectus; and
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the number and percent of shares of our Class A Common
Stock to be beneficially owned by the shareholders after the
offering of the resale shares (assuming all of the offered
resale shares are sold by the shareholders).
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The number of shares in the column “Number of
Shares Being Offered” represents all of the shares
that each shareholder may offer under this prospectus. We do not
know how long the shareholders will hold the shares before
selling them or how many shares they will sell and we currently
have no agreements, arrangements or understandings with any of
the shareholders regarding the sale of any of the resale shares.
The shares offered by this prospectus may be offered from time
to time by the shareholders listed below.
5
This table is prepared solely based on information supplied to
us by the listed shareholders, any Schedules 13D or 13G and
Forms 3 and 4, and other public documents filed with
the SEC, and assumes the sale of all of the resale shares. The
applicable percentages of beneficial ownership are based on an
aggregate of 25,756,739 shares of the Class A Common
Stock issued and outstanding on March 6, 2007, adjusted as
may be required by rules promulgated by the SEC.
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Shares Beneficially Owned
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Number of Shares
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Shares Beneficially Owned
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Prior to Offering
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Being
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After Offering
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Shareholders
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Number
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Percent
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Offered
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Number
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Percent
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David Henderson
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392,330
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1.5
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%
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392,330
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0
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0
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Sharon F. O’Shea
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408,344
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1.6
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%
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408,344
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0
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0
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WWC Capital Group, LLC
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42,141
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*
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42,141
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0
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0
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PLAN OF
DISTRIBUTION
The selling shareholders may sell the shares being offered from
time to time in one or more transactions:
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on any national securities exchange or quotation system on which
our common stock is traded or quoted;
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in the
over-the-counter
market;
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in negotiated transactions;
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through the writing of options on shares, whether the options
are listed on an options exchange or otherwise; or
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through a combination of such methods of sale.
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The selling shareholders may sell the shares at market prices
prevailing at the time of sale, at prices related to those
market prices or at negotiated prices. The selling shareholders
may effect transactions by selling shares directly to purchasers
or to or through broker-dealers. The broker-dealers may act as
agents or principals. The broker-dealers may receive
compensation in the form of discounts, concessions or
commissions from the selling shareholders or the purchasers of
the shares. The compensation of any particular broker-dealer may
be in excess of customary commissions. Because the selling
shareholders and broker-dealers that participate with the
selling shareholders in the distribution of shares may be deemed
to be “underwriters” within the meaning of
Section 2(11) of the Securities Act, the selling
shareholders will be subject to the prospectus delivery
requirements of the Securities Act. Any commissions received by
them and any profit on the resale of shares may be deemed to be
underwriting compensation.
The shares will be sold through registered or licensed brokers
or dealers if required under applicable state securities laws.
In addition, in certain states the shares may not be sold unless
they have been registered or qualified for sale in the
applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
Under applicable rules and regulations under the Securities
Exchange Act, any person engaged in the distribution of the
shares may not simultaneously engage in market making activities
with respect to our common stock for a period of two business
days prior to the commencement of such distribution. In
addition, each selling shareholder will be subject to applicable
provisions of the Securities Exchange Act and the associated
rules and regulations under the Securities Exchange Act,
including Regulation M, which provisions may limit the
timing of purchases and sales of shares of our common stock by
the selling shareholders. We will make copies of this prospectus
available to the selling shareholders and have informed them of
the need to deliver copies of this prospectus to purchasers at
or prior to the time of any sale of the shares.
6
We will bear all costs, expenses and fees in connection with the
registration of the shares. The selling shareholders will bear
all commissions and discounts, if any, attributable to the sales
of the shares. The selling shareholders may agree to indemnify
any broker-dealer or agent that participates in transactions
involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act.
Upon notification to us by a selling shareholder that any
material arrangement has been entered into with broker-dealers
for the sale or purchase of shares, we will file a supplement to
this prospectus, if required, disclosing:
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the name of the selling shareholder and of the participating
broker-dealers;
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the number of shares involved;
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the price at which such shares were sold;
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the commissions paid or discounts or concessions allowed to such
broker-dealers, where applicable;
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that such broker-dealers did not conduct any investigation to
verify the information set out or incorporated by reference in
this prospectus; and
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other facts material to the transaction.
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USE OF
PROCEEDS
We will not receive any of the proceeds from the sale of the
Class A Common Stock by the shareholders. All proceeds from
the sale of the resale shares will be solely for the accounts of
the shareholders.
LEGAL
MATTERS
The validity of the issuance of the shares of Class A
Common Stock offered hereby will be passed upon for us by Allen
W. Nelson, Executive Vice President - General Counsel, as of
July 25, 2007, Mr. Nelson held 942 shares of Class A
Common Stock and 4,000 shares of restricted stock of the
Company.
EXPERTS
Ernst & Young LLP, independent registered public accounting
firm, has audited our consolidated financial statements
incorporated by reference in our Annual Report on Form 10-K for
the year ended December 31, 2006, and management’s
assessment of the effectiveness of our internal control over
financial reporting as of December 31, 2006, as set forth
in their reports, which are incorporated by reference in this
prospectus and elsewhere in the registration statement. Our
consolidated financial statements and management’s
assessment are incorporated by reference in reliance on Ernst
& Young LLP’s reports, given on their authority as
experts in accounting and auditing.
7
You should rely only on the information contained in this
prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus or
any prospectus supplement. This prospectus is not an offer of
these securities in any jurisdiction where an offer and sale is
not permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of
the time of delivery of this prospectus or any sale of our
Class A Common Stock.
TABLE OF
CONTENTS
842,815 Shares
of Class A Common Stock
Crawford &
Company
Prospectus
July 27, 2007
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other
Expenses of Issuance and Distribution.
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The following table sets forth an estimate of the fees and
expenses relating to the issuance and distribution of the
securities being registered hereby, other than underwriting
discounts and commissions, all of which shall be borne by
Crawford & Company (the “Registrant” or the
“Company”). All of such fees and expenses, except for
the SEC Registration Fee, are estimated as follows:
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SEC registration fee
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$
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165
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Legal fees and expenses
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10,000
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Accounting fees and expenses
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5,000
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Printing fees and miscellaneous
expenses
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1,200
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TOTAL
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$
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16,365
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Item 15.
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Indemnification
of Officers and Directors
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The following is a summary of each statute, charter provision,
bylaw provision and insurance policy under which a director,
officer, employee or agent of the Registrant may be entitled to
indemnification against liabilities in his capacity as such.
Georgia
Corporation Law
Sections 14-2-850
through
14-2-859
of
the Georgia Business Corporation Code (the “Georgia
Code”) generally provide that a corporation may indemnify
any director, officer, employee or agent against expenses
actually and reasonably incurred by him in connection with any
action to which he is made a party by reason of his being or
having been a director, officer, employee or agent of the
corporation if such person acted in a manner he believed in good
faith to be in or not opposed to the best interests of the
corporation and in the case of a criminal action had no
reasonable cause to believe his conduct was unlawful. However,
if the action is brought by or in the right of the corporation,
the Georgia Code provides that indemnification of directors
shall be limited to the reasonable expenses incurred by such
person in connection with the proceeding. No indemnification
shall be provided any director as to any claim, issue, or matter
brought by or in the right of the corporation as to which such
person shall have been adjudged to have been liable to the
corporation, or in any other proceeding in which such person
shall have been adjudged to be liable on the basis that personal
benefit was improperly received by him, unless and to the extent
that the court in which the suit was brought or other court of
competent jurisdiction shall have determined upon application
that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
court shall deem proper. The Georgia Code also provides that to
the extent that a director or officer of a corporation has been
wholly successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to above, or in defense of
any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys’ fees) actually and
reasonably incurred by him in connection therewith. In addition,
Section 14-2-202
of the Georgia Code permits a corporation to include in its
articles of incorporation a provision eliminating or limiting
the personal liability of a director to the corporation or its
shareholders for monetary damages, for breach of duty of care or
other duty as a director, except (i) for any appropriation,
in violation of his duties, of any business opportunity of the
corporation, (ii) for acts or omissions which involve
intentional misconduct or a knowing violation of law,
(iii) for liability under
Section 14-2-832
of the Georgia Code (involving certain distributions), or
(iv) for any transaction from which the director received
an improper benefit.
Charter
Provisions
Article IV of the Registrant’s Restated Articles of
Incorporation limits the personal liability of a director of the
Registrant or its shareholders as provided in
Section 14-2-202
of the Georgia Code.
II-1
Restated
By-laws Provisions
Article VI, Section 1, of the Registrant’s
Restated By-laws provides that the Registrant shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action (other than
an action by or in the right of the Registrant) by reason of the
fact that he is or was a director, officer, employee or agent of
the Registrant or serving in any of such capacities at the
Registrant’s request in another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including court costs and attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, 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 Registrant, and with
respect to any criminal action, if he had no reasonable cause to
believe his conduct was unlawful.
Article VI, Section 2 of the Registrant’s
Restated By-laws provides that the Registrant shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action by or in
the right of the Registrant to procure a judgment in its favor
by reason of the fact that he is or was a director, officer,
employee or agent of the Registrant or was serving in any of
such capacities at the request of the Registrant with any other
corporation, partnership, joint venture, trust or other
enterprise against expenses (including court costs and
attorneys’ fees) actually and reasonably incurred in
connection with the defense or settlement of such action 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 Registrant,
except that in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to the Registrant,
indemnification will be permitted only to the extent that the
court in which the action was brought finds that despite the
adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
Article VI, Section 3 of the Registrant’s
Restated By-laws provides that to the extent that a director,
officer, employee or agent of the Registrant shall be successful
on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of
Article VI of the Registrant’s Restated By-laws or in
defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including court costs and
attorneys’ fees) actually and reasonably incurred by him in
connection therewith.
Article VI, Section 4 of the Registrant’s
Restated By-laws provides that any indemnification under
Sections 1 and 2 of Article VI (unless ordered by a
court) shall be made by the Registrant only as authorized in the
specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the
circumstances because he had met the applicable standard of
conduct set forth in Sections 1 and 2 of Article VI.
Such determination shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or
(2) if such a quorum is not obtainable, or, even if
obtainable but a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion, or
(3) by the shareholders.
Article VI, Section 5, of the Registrant’s
Restated By-laws provides that expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the
Registrant in advance of the final disposition of such action,
suit or proceeding as authorized by the Board of Directors in
the manner provided in Section 4 of Article VI upon
receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified
by the Registrant as authorized in Article VI, and, if such
person is a director, upon receipt of a written affirmation of
such director’s good faith belief that he has met the
standards of conduct required by the Georgia Code.
Article VI, Section 6, of the Registrant’s
Restated By-laws provides that Article VI shall not be
deemed exclusive of any other rights to which those indemnified
may be entitled under any agreement, vote of shareholders, or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such person.
II-2
Article VI, Section 7, of the Registrant’s
Restated By-laws provides that the Board of Directors may
authorize, by a vote of the majority of the full board, the
Registrant to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of
the Registrant or was serving in any of such capacities at the
request of the Registrant with any other corporation,
partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or
not the Registrant would have the power to indemnify him against
such liability under the provisions of Article VI.
Insurance
The Registrant maintains Directors’ and Officers’
Liability Insurance policies which provide for payment by the
insurers for losses arising from any claim or claims against an
officer or director of the Registrant by reason of any actual or
alleged breach of duty, neglect, error, misstatement, misleading
statement, omission or other act done or wrongfully attempted by
them in such capacities, in connection with any matter claimed
against them solely by reason of their serving in any of such
capacities, but only when the Registrant is required or
permitted by law to pay amounts as indemnity to the directors
and officers.
a) Exhibits.
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Exhibit
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Number
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Description of Document
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3
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.1
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Restated Articles of Incorporation
of Crawford & Company (incorporated by reference to
Exhibit 3.1 to the Registrant’s current report on
Form 8-K filed
May 14, 2007).
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3
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.2
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Restated By-laws of
Crawford & Company, as amended (incorporated by
reference to Exhibit 3.1 to Registrant’s quarterly
report on
Form 10-Q
for the year ended March 31, 2004).
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5
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.1
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Opinion of Registrant’s
Counsel as to the legality of the securities being registered.*
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23
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.1
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Consent of Registrant’s
Counsel (included in Exhibit 5.1).*
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23
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.2
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Consent of independent registered
public accounting firm.**
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24
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.1-8
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Powers of Attorney.*
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(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:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the
effective registration statement;
(iii) 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;
II-3
provided, however
, that paragraphs (a)(1)(i),
(a)(1)(ii) and (a)(1)(iii) do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement
or is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 of 1933, each filing of the Registrant’s
annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 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 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.
II-4
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-3
and has duly caused this Amendment No. 1 to this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Atlanta,
State of Georgia, on the 26th day of July, 2007
CRAWFORD & COMPANY
THOMAS W. CRAWFORD,
President and Chief Executive Officer
Date: July 26, 2007
Pursuant to the requirements of the Securities Exchange Act of
1934, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
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Name
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Title
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Date
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/s/ Thomas
W. Crawford
THOMAS
W. CRAWFORD
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President and Chief Executive
Officer
(Principal Executive Officer) and Director
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July 26, 2007
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/s/ W.
Bruce Swain
W.
Bruce Swain
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Executive Vice President-CFO
(Principal Financial Officer)
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July 26, 2007
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/s/ W.
Forrest Bell
W.
Forrest Bell
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Vice President and Controller
(Principal Accounting Officer)
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July 26, 2007
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*
J.
HICKS LANIER
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Director
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July 26, 2007
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*
JESSE
C. CRAWFORD
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Director
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July 26, 2007
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*
LARRY
L. PRINCE
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Director
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July 26, 2007
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*
P.
GEORGE BENSON
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Director
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July 26, 2007
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*
JENNER
WOOD, III
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Director
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July 26, 2007
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*
CLARENCE
H. RIDLEY
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Director
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July 26, 2007
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*
ROBERT
T. JOHNSON
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Director
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July 26, 2007
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*
JAMES
D. EDWARDS
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Director
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July 26, 2007
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*By
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/s/ Allen
W. Nelson
Allen
W. Nelson
Attorney-in-fact
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July 26, 2007
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II-5
INDEX TO
EXHIBITS
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Exhibit
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Number
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Description of Document
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3
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.1
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Restated Articles of Incorporation
of Crawford & Company (incorporated by reference to
Exhibit 3.1 to the Registrant’s Current report on
Form 8-K filed
May 14, 2007).
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3
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.2
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Restated By-laws of
Crawford & Company, as amended (incorporated by
reference to Exhibit 3.1 to Registrant’s quarterly
report on
Form 10-Q
for the year ended March 31, 2004).
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5
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.1
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Opinion of Registrant’s
Counsel as to the legality of the securities being registered.*
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23
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.1
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Consent of Registrant’s
Counsel (included in Exhibit 5.1).*
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23
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.2
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Consent of independent registered
public accounting firm.**
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24
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.1-8
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Powers of Attorney.*
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