As filed with the Securities and Exchange Commission on November 1, 2018
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Donegal Group Inc.
(Exact name of registrant as specified in its charter)
| | |
| Delaware | | 23-2424711 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. employer identification no.) |
| |
| 1195 River Road, Marietta, Pennsylvania | | 17547 |
| (Address of principal executive offices) | | (Zip code) |
Donegal Group Inc.
2011 Employee Stock Purchase Plan, As Amended
Kevin G. Burke
President and Chief Executive Officer
Donegal Group Inc.
1195 River Road
Marietta, Pennsylvania 17547
(Name and address of agent for service)
(888)877-0600
(Telephone number, including area code, of agent for service)
Copies to:
John W. Kauffman, Esq.
Duane Morris LLP
30 South 17th Street
Philadelphia, PA 19103
(215)979-1227
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer | | ☐ | | Accelerated filer | | ☒ |
| | | |
| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
| | | |
| | | | 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 Securities Act. ☐
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 |
Class A common stock, $0.01 par value | | 200,000 shares | | $13.495 | | $2,699,000 | | $327.12 |
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| (1) | These shares include an additional 200,000 shares of Class A common stock under the Donegal Group Inc. 2011 Employee Stock Purchase Plan, as amended, pursuant to General Instruction E to FormS-8. This registration statement shall also cover any additional shares of Donegal Group Inc. Class A common stock that become issuable under such plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of Donegal Group Inc. Class A common stock. |
| (2) | Pursuant to Rule 457(h), we calculated the maximum aggregate offering price based upon the average of the high and low prices of Donegal Group Inc. Class A common stock on October 29, 2018, which is a date within five business days prior to the filing of this registration statement, as reported on the NASDAQ Global Select Market. |
