As filed with the Securities and Exchange Commission on August 1, 2006
Registration No. 333-130399
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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James River Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware | | | 05-0539572 |
| (State or Other Jurisdiction of Incorporation or Organization) | | | (I.R.S. Employer Identification No.) |
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James River Group, Inc. 2003 Incentive Plan
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(Full Title of the Plan)
300 Meadowmont Village Circle, Suite 333
Chapel Hill, North Carolina 27517
(919) 883-4171
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
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J. Adam Abram
President and Chief Executive Officer
James River Group, Inc.
300 Meadowmont Village Circle, Suite 333
Chapel Hill, North Carolina 27517
(919) 883-4171
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
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Copies to:
Heather R. Badami, Esq.
Bryan Cave LLP
700 Thirteenth Street, N.W., Suite 700
Washington, D.C. 20005
(202) 508-6000
Fax: (202) 508-6200
EXPLANATORY STATEMENT
Pursuant to this Post-Effective Amendment to its Registration Statement on Form S-8 (Registration No. 333-130399), James River Group, Inc. deregisters 2,072,470 shares of its common stock reserved for future grants under the James River Group, Inc. 2003 Incentive Plan heretofore registered and not previously issued or sold.
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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 Chapel Hill, State of North Carolina on the 1st day of August, 2006.
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| | By: | | | /s/ JAMES RIVER GROUP, INC. | |
| | | | J. Adam Abram President and Chief Executive Officer | ||
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In accordance with the requirements of the Securities Act of 1933, this registration statement was signed below by the following persons in the capacities and on the dates stated.
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| Signatures | Title | Date | ||
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| /s/ J. ADAM ABRAM | President, Chief Executive Officer and Director | August 1, 2006 | ||
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| J. Adam Abram | ||||
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| /s/ J. ADAM ABRAM* | Executive Vice President and Chief Financial Officer | August 1, 2006 | ||
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| Michael T. Oakes | ||||
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| /s/ GREGG T. DAVIS | Executive Vice President – Finance and Treasurer | August 1, 2006 | ||
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| Gregg T. Davis | ||||
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| /s/ J. ADAM ABRAM* | Chairman of the Board | August 1, 2006 | ||
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| Richard W. Wright | ||||
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| /s/ J. ADAM ABRAM* | Director | August 1, 2006 | ||
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| Matthew Bronfman | ||||
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| /s/ J. ADAM ABRAM* | Director | August 1, 2006 | ||
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| Alan N. Colner | ||||
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| /s/ J. ADAM ABRAM* | Director | August 1, 2006 | ||
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| Joel L. Fleishman | ||||
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| /s/ J. ADAM ABRAM* | Director | August 1, 2006 | ||
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| Dallas W. Luby | ||||
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| /s/ J. ADAM ABRAM* | Director | August 1, 2006 | ||
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| John T. Sinnott | ||||
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| /s/ J. ADAM ABRAM* | Director | August 1, 2006 | ||
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| Michael H. Steinhardt | ||||
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| /s/ J. ADAM ABRAM* | Director | August 1, 2006 | ||
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| A. Wellford Tabor | ||||
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| /s/ J. ADAM ABRAM* | Director | August 1, 2006 | ||
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| James L. Zech | ||||
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| /s/ J. ADAM ABRAM* | Director | August 1, 2006 | ||
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| Nicolas D. Zerbib | ||||
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* Pursuant to power of attorney.
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EXHIBITS
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| 23.1 | | | Consent of Ernst & Young LLP. |
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