As filed with the Securities and Exchange Commission on September 1, 2006
Registration No. 333-37386
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HARLEYSVILLE GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization | 51-0241172 (I.R.S. Employer Identification No.) |
355 Maple Avenue, Harleysville, Pennsylvania 19438
(Address of principal executive offices) (Zip Code)
HARLEYSVILLE GROUP INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN
HARLEYSVILLE GROUP INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTORS’ DEFERRED STOCK UNIT PLAN
(Full title of the plan)
Michael L. Browne
President and Chief Executive Officer
Harleysville Group Inc.
355 Maple Avenue
Harleysville, Pennsylvania 19438
(Name and address of agent for service)
(215) 256-5000
(Telephone number, including area code, of agent for service)
With Copies to:
Justin P. Klein, Esquire Ballard, Spahr, Andrews & Ingersoll, LLP 1735 Market Street 51st Floor Philadelphia, PA 19103-2297 (215) 864-8606 | Robert A. Kauffman, Esquire Harleysville Group Inc. 355 Maple Avenue Harleysville, PA 19438-2297 (215) 256-5173 |
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 | Amount of Registration fee |
Common stock $1.00 par value | 1,000,000(3) | $32.84 | 32,840,000.00 | 3,513.88 |
Common stock $1.00 par value | 110,000(4) | $32.84 | 3,612,400.00 | 386.53 |
| Total | | | | 3,900.41 |
(1) Pursuant to Rule 416(a), this Registration Statement also covers an indeterminate number of additional shares of the Registrant’s Common Stock which may become issuable under the equity plans being registered pursuant to this Registration Statement by reason of stock splits, stock dividends, recapitalizations or any other similar capital adjustments affected as required by such plans.
(2) Pursuant to Rule 457(h), the registration fee has been calculated based on the average
of the high and low prices of Registrant's Common Stock on August 25, 2006 on the NASDAQ
National Market System.
(3) Represents an additional 1,000,000 shares of Common Stock reserved for issuance under the Harleysville Group Inc. Amended and Restated Equity Incentive Plan.
(4) Represents 110,000 shares of Common Stock reserved for issuance under the Harleysville Group Inc. Amended and Restated Non-Employee Directors’ Deferred Stock Unit Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 & 2.
This Registration Statement covers an additional 1,000,000 shares of Common Stock, par value $1.00 per share (the “Common Stock”), of Harleysville Group Inc. (the “Company”) available for future issuances under the Harleysville Group Inc. Amended and Restated Equity Incentive Plan, and 110,000 shares of the Company’s Common Stock available for issuance under the Harleysville Group Inc. Amended and Restated Non-Employee Directors’ Deferred Stock Unit Plan. The documents containing the information required to be included in Part I of this Registration Statement will be sent or given to the participants in the applicable plan, as specified in Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated herein by reference:
| a. | Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed by the Company pursuant to Section 13(a) of the Exchange Act. |
| b. | Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006, filed by the Company pursuant to Section 13(a) of the Exchange Act. |
| c. | Definitive Proxy Statement dated March 28, 2006 for the Company’s April 26, 2006 Annual Meeting of Stockholders filed by the Company pursuant to Section 14 of the Exchange Act. |
| d. | The Company’s Current Reports on Form 8-K filed on January 26, 2006 (Items 1.01 and 8.01), February 27, 2006 (Items 1.01 and 9.01), May 1, 2006 (Items 1.01 and 9.01) and June 27, 2006 (Item 8.01). |
| e. | The description of the Company's common stock contained in the Registration Statement on Form S-1 (File No. 33-4885) filed by the Company pursuant to Section 12 of the Exchange Act, including all amendments and Reports subsequently filed for the purpose of updating such description. |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference shall be deemed to be modified or superseded to the extent that a statement contained in any other subsequently filed document which also is deemed to be incorporated by reference herein or in any subsequently filed appendix to this Registration Statement 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 Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF EXPERTS AND NAMED COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws contain provisions permitted by the Delaware General Corporation Law (“DGCL”) (under which the Company is organized) that provide that directors and officers will be indemnified by the Company to the fullest extent permitted by law for all losses that may be incurred by them in connection with any action, suit or proceeding in which they may become involved by reason of their service as a director or officer of the Company. Under Section 145 of the DGCL, a corporation has the power to indemnify directors and officers under certain prescribed circumstances and subject to certain limitations against certain costs and expenses, including attorney’s fees actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party by reason of being a director or officer of the corporation if it is determined that the director or officer acted in accordance with the applicable standard of conduct set forth in such statutory provision.
In addition, the Company's Amended and Restated Certificate of Incorporation contains provisions permitted by the DGCL that limit the monetary liability of directors of the Company for certain breaches of their fiduciary duty, and its Amended and Restated By-Laws provide for the advancement by the Company to directors and officers of expenses incurred by them in connection with a proceeding of a type to which the duty of indemnification applies. The Company maintains directors' and officers' liability insurance to insure its directors and officers against certain liabilities incurred in their capacity as such, including claims based on breaches of duty, negligence, error and other wrongful acts.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Number Description |
| 4.1 | Amended and Restated Certificate of Incorporation of Registrant (incorporated by reference to Exhibit (4)(A) to the Registrant's S-8 Registration Statement No. 333-03127 filed May 3, 1996). |
| 4.2 | Amended and Restated By-Laws of Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Report on Form 8-K filed on May 1, 2005). |
| 4.3* | Amended and Restated Equity Incentive Plan of the Registrant. |
| 4.4* | Amended and Restated Non-Employee Directors’ Deferred Stock Unit Plan of the Registrant. |
| 5.1* | Opinion of Ballard Spahr Andrews & Ingersoll, LLP re legality of shares of Common Stock being offered hereby. |
| 23.1* | Consent of KPMG LLP. |
| 23.2 | Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as part of Exhibit 5.1). |
| 24.1* | Power of Attorney (included on Signature Page). |
| *Filed herewith. |
Item 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during the 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 this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this 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. |
| | | | Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply to this registration statement on Form S-8 if the information required to be included in the post-effective amendment by these paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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.
(4) 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 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.
(5) 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.
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 Township of Lower Salford, Commonwealth of Pennsylvania, on this 31st day of August, 2006.
HARLEYSVILLE GROUP INC.
BY: /s/Michael L. Browne
Michael L. Browne
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Harleysville Group Inc. Do hereby constitute and appoint Robert A. Kauffman, the lawful attorney and agent with power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, or either of them, determined may be necessary or advisable or required to enable Harleysville Group Inc. to comply with the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this registration statement on Form S-8. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this registration statement or amendments or supplements thereto (including registration statements filed pursuant to Rule 462 (b)), and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature <S> | Title <C> | Date <C> |
/s/ Michael L. Browne ------------------------ Michael L. Browne | President, CEO and a Director | September 1, 2006 |
/s/ Arthur Chandler ------------------------ Arthur Chandler | Senior Vice President, Chief Financial Officer (Principal financial officer and principal accounting officer) | August 31, 2006 |
/s/ * ------------------------ Lowell R. Beck | Director | August 31, 2006 |
/s/ * ------------------------ W. Thacher Brown | Director | August 31, 2006 |
/s/ * ------------------------ G. Lawrence Buhl | Director | August 31, 2006 |
/s/ * ------------------------ Mirian M. Graddick | Director | August 31, 2006 |
/s/ * ------------------------ Frank E. Reed | Director | August 31, 2006 |
/s/ * ------------------------ Jerry S. Rosenbloom | Director | August 31, 2006 |
| | By: | /s/ Robert A. Kauffman |
| |
Robert A. Kauffman |
| | Title Attorney in Fact |
| EXHIBIT INDEX |
Exhibit Number | Description of Exhibit |
| 4.1 | Amended and Restated Certificate of Incorporation of Registrant (incorporated by reference to Exhibit (4)(A) to the Registrant's S-8 Registration Statement No. 333-03127 filed May 3, 1996). |
| 4.2 | Amended and Restated By-Laws of Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Report on Form 8-K filed on May 1, 2005). |
| 4.3* | Amended and Restated Equity Incentive Plan of the Registrant. |
| 4.4* | Amended and Restated Non-Employee Directors’ Deferred Stock Unit Plan of the Registrant. |
| 5.1* | Opinion of Ballard Spahr Andrews & Ingersoll, LLP re legality of shares of Common Stock being offered hereby. |
| 23.1* | Consent of KPMG LLP. |
| 23.2 | Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as part of Exhibit 5.1). |
| 24.1* | Power of Attorney (included on Signature Page). |
| *Filed herewith. |
