As filed with the Securities and Exchange Commission on July 2, 2018
RegistrationNo. 333-103309
RegistrationNo. 333-109445
RegistrationNo. 333-117711
RegistrationNo. 333-125442
RegistrationNo. 333-189173
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8
Registration StatementNo. 333-103309
Post-Effective Amendment No. 1 to FormS-8
Registration StatementNo. 333-109445
Post-Effective Amendment No. 1 to FormS-8
Registration StatementNo. 333-117711
Post-Effective Amendment No. 1 to FormS-8
Registration StatementNo. 333-125442
Post-Effective Amendment No. 1 to FormS-8
Registration Statement No. 333-189173
UNDER
THE SECURITIES ACT OF 1933
Infinity Property and Casualty Corporation
(Exact name of registrant as specified in its charter)
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| | Ohio | | | | 03-0483872 | | |
| | (State or other jurisdiction of incorporation or organization) | | | | (I.R.S. Employer Identification No.) | | |
| | | | |
| | 2201 4th Avenue North Birmingham, Alabama | | | | 35203 | | |
| | (Address of Principal Executive Offices) | | | | (Zip Code) | | |
Infinity Property and Casualty Corporation Deferred Compensation Plan
Infinity Property and Casualty Corporation 2002 Stock Option Plan
Infinity Property and Casualty Corporation Employee Stock Purchase Plan
Infinity Property and Casualty CorporationNon-Employee Directors’ Stock Ownership Plan
Infinity Property and Casualty Corporation Amended and Restated 2013 Stock Incentive Plan
(Full title of the plans)
Samuel J. Simon
President and General Counsel
2201 4th Avenue North
Birmingham, Alabama 35203
(Name and address of agent for service)
(205)870-4000
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act.
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| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
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| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
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| | | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these “Post-Effective Amendments”) relate to the following Registration Statements onForm S-8 (each a “Registration Statement” and, collectively, the “Registration Statements”) of Infinity Property and Casualty Corporation, an Ohio corporation (the “Company”):
| | • | | Registration Statement onForm S-8(No. 333-103309), filed with the Securities and Exchange Commission (“SEC) on February 19, 2003, pertaining to the registration of deferred compensation obligations payable pursuant to the Infinity Property and Casualty Corporation Deferred Compensation Plan; |
| | • | | Registration Statement onForm S-8(No. 333-109445), filed with the SEC on October 3, 2003, pertaining to the registration of shares of the Company’s common stock, no par value per share (“Common Stock”), issuable pursuant to the Infinity Property and Casualty Corporation 2002 Stock Option Plan; |
| | • | | Registration Statement onForm S-8(No. 333-117711), filed with the SEC on July 28, 2004, pertaining to the registration of shares of Common Stock issuable pursuant to the Infinity Property and Casualty Corporation Employee Stock Purchase Plan; |
| | • | | Registration Statement onForm S-8(No. 333-125442), filed with the SEC on June 2, 2005, pertaining to the registration of shares of Common Stock issuable pursuant to the Infinity Property and Casualty CorporationNon-Employee Directors’ Stock Ownership Plan; and |
| | • | | Registration Statement onForm S-8(No. 333-189173), filed with the SEC on June 7, 2013, pertaining to the registration of shares of Common Stock issuable pursuant to the Infinity Property and Casualty Corporation Amended and Restated 2013 Stock Incentive Plan. |
On July 2, 2018, the Company completed its previously disclosed merger transaction with Kemper Corporation, a Delaware corporation (“Parent”), that was contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 13, 2018, by and among the Company, Parent and Vulcan Sub, Inc., an Ohio corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). In connection with the consummation of the Merger, the Company terminates the Registration Statements and all offerings of its securities pursuant thereto and hereby removes and withdraws from registration all securities registered pursuant to the Registration Statements that remain unsold as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm S-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, Alabama, on July 2, 2018.
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| INFINITY PROPERTY AND CASUALTY CORPORATION |
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| By: | | /s/ Samuel J. Simon |
| | Samuel J. Simon |
| | President and General Counsel |
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 of the Securities Act of 1933.
