As filed with the Securities and Exchange Commission on August 11, 2010
File No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SELECTIVE INSURANCE GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEW JERSEY | 22-2168890 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
40 Wantage Avenue
Branchville, New Jersey 07890
(Address of Principal Executive Offices) (Zip Code)
SELECTIVE INSURANCE GROUP, INC. 2005 OMNIBUS STOCK PLAN
(Full Title of the Plan)
Michael H. Lanza
Executive Vice President and General Counsel
SELECTIVE INSURANCE GROUP, INC.
40 Wantage Avenue
Branchville, New Jersey 07890
(Name and Address of Agent For Service)
(973) 948-3000
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Laurie A. Cerveny
Bingham McCutchen LLP
One Federal Street
Boston, Massachusetts 02110
Indicate by a 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 (Check one):
Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ | |||
(Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share (2) | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee | ||||||||||||
Common Stock, $2.00 par value | 3,400,000 | $ | 15.62 | (2) | $ | 53,108,000 | $ | 3,786.60 |
(1) For purposes of calculating the registration fee, the maximum number of shares to be registered hereunder is used. The actual number of shares of common stock to be registered hereunder is equal to 3,400,000 less that number of shares of common stock issuable under the Selective Insurance Group, Inc. 2005 Omnibus Stock Plan (the “2005 Omnibus Plan”) on April 28, 2010. This Registration Statement, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), covers an indeterminate number of additional shares of common stock with respect to the shares registered hereunder in the event of a stock split, stock dividend, or similar transaction.
(2) The proposed maximum offering price has been estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee. It is not known how many of these shares will be purchased or at what price. The estimate of the proposed maximum aggregate offering price has been calculated based on the offering of the maximum number of shares to be registered hereunder pursuant to the grant of awards under the 2005 Omnibus Plan, exercisable for all of such shares, at an exercise price of $15.62 per share, which is the average of the high and low prices of Selective’s common stock as listed on the NASDAQ Global Select Market on August 6, 2010.
Pursuant to Rule 429 promulgated under the Securities Act, the prospectus relating to this Registration Statement is a combined prospectus that relates also to the registration statement on Form S-8 (File No. 333-125451) previously filed by the registrant on June 2, 2005. Such previous registration statement is incorporated herein by reference.
At the Company’s 2010 Annual Meeting of Stockholders on April 28, 2010 (the “Annual Meeting”), the stockholders approved an amendment to the 2005 Omnibus Plan to increase the authorized shares under the 2005 Omnibus Plan to 3,400,000. The actual number of shares of common stock to be registered hereunder is equal to 3,400,000 less that number of shares of common stock issuable under the 2005 Omnibus Plan as of the date of the Annual Meeting.
This Registration Statement has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of effecting the registration under the Securities Act of the additional shares of common stock issuable under the 2005 Omnibus Plan at any time or from time to time after the date hereof. Pursuant to General Instruction E to Form S-8, the registrant hereby incorporates herein by reference the contents of the registration statement on Form S-8 filed by the registrant on June 5, 2005 (File No. 333-125451).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We incorporate by reference the documents listed below and any future filings we will make with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(a) | Our Annual Report on Form 10-K for the year ended December 31, 2009, filed on February 24, 2010; |
(b) | Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010, filed on April 29, 2010 and June 30, 2010, filed on July 29, 2010; |
(c) | Our Current Report on Form 8-K filed on April 2, 2010; and |
The description of the Company’s common stock contained in Amendment No. 2 to the Company’s Registration Statement on Form 8-A filed on February 20, 2007, including any amendments or reports filed for the purpose of updating that description. |
You may request a copy of these filings at no cost (other than exhibits unless those exhibits are specifically incorporated by reference herein) by writing or telephoning us at the following address:
Selective Insurance Group, Inc.
40 Wantage Avenue
Branchville, New Jersey 07890
Attn: Investor Relations
(973) 948-3000
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Item 5. Interests of Named Experts and Counsel.
The legality of the common stock being registered pursuant hereto will be passed upon for the Company by Robyn P. Turner, Esq., Vice President, Corporate Counsel and Corporate Secretary of the Company. Ms. Turner owns shares of common stock and is eligible to participate in the 2005 Omnibus Plan.
Item 8. Exhibits.
The exhibits to this Registration Statement are listed in the Index to Exhibits, which is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Selective Insurance Group, Inc., 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 Borough of Branchville, State of New Jersey, on this 11th day of August, 2010.
SELECTIVE INSURANCE GROUP, INC. | ||
By: | /s/ Gregory E. Murphy | |
Gregory E. Murphy | ||
Chairman of the Board, President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ Gregory E. Murphy | Chairman of the Board, President and Chief | August 11, 2010 | ||
Gregory E. Murphy | Executive Officer | |||
(Principal executive officer) | ||||
/s/ Dale A. Thatcher | Executive Vice President, Chief Financial Officer | August 11, 2010 | ||
Dale A. Thatcher | and Treasurer | |||
(Principal financial officer and principal | ||||
accounting officer) | ||||
* | Director | August 11, 2010 | ||
Paul D. Bauer | ||||
* | Director | August 11, 2010 | ||
W. Marston Becker | ||||
* | Director | August 11, 2010 | ||
A. David Brown | ||||
* | Director | August 11, 2010 | ||
John C. Burville | ||||
* | Director | August 11, 2010 | ||
Joan M. Lamm-Tennant | ||||
* | Director | August 11, 2010 | ||
S. Griffin McClellan III |
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* | Director | August 11, 2010 | ||
Michael J. Morrissey | ||||
* | Director | August 11, 2010 | ||
Cynthia S. Nicholson | ||||
* | Director | August 11, 2010 | ||
Ronald L. O’Kelley | ||||
* | Director | August 11, 2010 | ||
William M. Rue | ||||
* | Director | August 11, 2010 | ||
J. Brian Thebault |
Michael H. Lanza hereby signs this registration statement on behalf of each of the indicated persons for whom he is attorney-in-fact on August 11, 2010 pursuant to a power of attorney filed herewith.
*By: | /s/ Michael H. Lanza | |
Michael H. Lanza | ||
Attorney-in-Fact |
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INDEX TO EXHIBITS
Exhibit Number | Description | |
5.1 | Opinion of Robyn P. Turner, Esq. with respect to the legality of the shares being registered. | |
23.1 | Consent of Robyn P. Turner, Esq. (included in Exhibit 5.1). | |
23.2 | Consent of Independent Registered Public Accounting Firm. | |
24.1 | Power of Attorney of Paul D. Bauer. | |
24.2 | Power of Attorney of W. Marston Becker. | |
24.3 | Power of Attorney of A. David Brown. | |
24.4 | Power of Attorney of John C. Burville. | |
24.5 | Power of Attorney of Joan M. Lamm-Tennant. | |
24.6 | Power of Attorney of S. Griffin McClellan III. | |
24.7 | Power of Attorney of Michael J. Morrissey. | |
24.8 | Power of Attorney of Cynthia S. Nicholson. | |
24.9 | Power of Attorney of Ronald L. O’Kelley. | |
24.10 | Power of Attorney of William M. Rue. | |
24.11 | Power of Attorney of J. Brian Thebault. |
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