As filed with the Securities and Exchange Commission on June 2, 2010
Registration No. 333-_____
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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| |
| FORM S-8 |
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
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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, PA 19438-2297 | |
| (Address of principal executive offices) (Zip Code) | |
| Harleysville Group Inc. Amended and Restated Equity Incentive Plan |
| (Full title of the plan) |
| |
| Robert A. Kauffman , Esquire |
| Senior Vice President, Secretary, General Counsel |
| and Chief Compliance 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 a copy to: |
Mary J. Mullany, Esquire Ballard Spahr LLP 1735 Market Street 51st Floor Philadelphia, PA 19103-2297 (215) 864-8631 |
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| Indicate by 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. |
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Large accelerated filer ¨ | Accelerated filer R |
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Non-accelerated filer ¨ | 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 | Amount of Registration fee |
Common stock $1.00 par value | 2,500,000(3) | $31.36 | $78,400,000 | $5,589.92 |
(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 plan 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 plan.
(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 May 25, 2010 on the NASDAQ Global Select Market.
(3) Represents an additional 2,500,000 shares of Common Stock reserved for issuance under the Harleysville Group Inc. Amended and Restated Equity Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 & 2.
This Registration Statement covers the registration of an additional 2,500,000 shares of Harleysville Group Inc. Common Stock, par value $1.00 per share (the “Common Stock”) for issuance upon the exercise or vesting of stock options, stock appreciation rights, restricted stock awards and restricted stock unit awards issued to officers and other employees of Harleysville Group Inc. pursuant to the Company’s Amended and Restated Equity Incentive 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) promulgated pursuant to the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the U.S. 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, 2009 filed by the Company pursuant to Section 13(a) of the Exchange Act. |
| b. | Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed by the Company pursuant to Section 13(a) of the Exchange Act. |
| c. | Definitive Proxy Statement dated March 24, 2010 for the Company’s April 28, 2010 Annual Meeting of Stockholders filed by the Company pursuant to Section 14 of the Exchange Act. |
| d. | The Company’s Current Report on Form 8-K filed on May 4, 2010 (Items 5.07 and 9.01). |
| 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 stateme nt. 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 provisio n.
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 |
| 3.1 | 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). |
| 3.2 | Amended and Restated By-Laws of Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on February 24, 2009). |
| 4.3 | Amended and Restated Equity Incentive Plan of the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 4, 2010). |
| 5.1* | Opinion of Ballard Spahr LLP re legality of shares of Common Stock being offered hereby. |
| 23.1* | Consent of KPMG LLP. |
| 23.2 | Consent of Ballard Spahr LLP (included as part of Exhibit 5.1). |
| *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. 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 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% 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. |
| | 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 2nd day of June, 2010.
| | HARLEYSVILLE GROUP INC. | |
| | | | |
| | By: | /s/Michael L. Browne | |
| | | President and | |
| | | Chief Executive Officer | |
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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 | Title | Date |
/s/ Michael L. Browne ------------------------ Michael L. Browne | President, CEO and a Director | June 2, 2010 |
/s/Arthur E. Chandler ------------------------ Arthur E. Chandler | Senior Vice President, Chief Financial Officer (Principal financial officer and principal accounting officer) | June 2, 2010 |
/s/ William W. Scranton, III ------------------------ William W. Scranton, III | Chairman of the Board and Director | June 2, 2010 |
/s/ Barbara A. Austell ------------------------ Barbara A. Austell | Director | June 2, 2010 |
/s/ W. Thacher Brown ------------------------ W. Thacher Brown | Director | June 2, 2010 |
/s/ G. Lawrence Buhl ------------------------ G. Lawrence Buhl | Director | June 2, 2010 |
/s/ Mirian M. Graddick-Weir ------------------------ Mirian M. Graddick-Weir | Director | June 2, 2010 |
/s/ William Gray ------------------------ William Gray | Director | June 2, 2010 |
/s/ Jerry S. Rosenbloom ------------------------ Jerry S. Rosenbloom | Director | June 2, 2010 |
/s/ William E. Storts ------------------------ William E. Storts | Director | June 2, 2010 |
| EXHIBIT INDEX |
Exhibit Number | Description of Exhibit |
| 3.1 | 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). |
| 3.2 | Amended and Restated By-Laws of Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on February 24, 2009). |
| 4.3 | Amended and Restated Equity Incentive Plan of the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 4, 2010). |
| 5.1* | Opinion of Ballard Spahr LLP re legality of shares of Common Stock being offered hereby. |
| 23.1* | Consent of KPMG LLP. |
| 23.2 | Consent of Ballard Spahr LLP (included as part of Exhibit 5.1). |
*Filed herewith. |
