As filed with the Securities and Exchange Commission on July 1, 2005. File No. 333-100454 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UTG, Inc. (Exact name of Registrant as specified in its charter) Delaware 20-2907892 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 5250 South Sixth Street, Springfield, Illinois, 62703 (Address of Principal Executive Offices) (Zip Code) United Trust Group, Inc. Employee and Director Stock Purchase Plan (Full title of plan) Theodore C. Miller Corporate Secretary, Senior Vice President and Chief Financial Officer United Trust Group, Inc. 5250 South Sixth Street Springfield, Illinois 62703 (217) 241-6300 (Name, address and telephone number, including area code, of agent for service) Copy to: Cynthia W. Young, Esq. Wyatt, Tarrant & Combs, LLP 500 West Jefferson Street, Suite 2800 Louisville, Kentucky 40202 (502) 589-5235 This registration statement also covers an indeterminate number of additional shares of Common Stock as may be issued pursuant to the anti-dilution provisions of the plan and pursuant to Rule 416(a) under the Securities Act of 1933, as amended under the Plan described herein. Post-Effective Amendment No. 1 to Form S-8 Explanatory Note This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the reincorporation of United Trust Group, Inc., an Illinois corporation ("United"), as a Delaware corporation. The reincorporation was effected pursuant to an Agreement and Plan of Merger (the "Merger Agreement") between UTG, Inc., a Delaware corporation (the "Registrant"), and United. The Merger Agreement provides for, among other things, the merger of United with and into the Registrant, United's wholly owned subsidiary (the "Merger"). The Merger Agreement was approved by the shareholders of United at a meeting for which proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which was held on June 15, 2005. As a result of the Merger, which was consummated on even date herewith; (i) each share of common stock, no par value per share, of United issued and outstanding was converted into a share of common stock of the Registrant; (ii) each option and right to acquire shares of United was converted into and became an equivalent option and a right to acquire an equal number of shares of the Registrant's common stock; and (iii) the exercise price per share under each option and right remained equal to the exercise price per share immediately prior to the Merger. Immediately prior to the consummation of the Merger, the Registrant had nominal assets and liabilities. In accordance with Rule 414 under the Securities Act, the Registrant, as successor issuer to United, hereby expressly adopts this Registration Statement as its own for all purposes of the Securities Act and the Exchange Act. The United Trust Group, Inc. Employee and Director Stock Purchase Plan to which this Registration Statement relates shall be known as the UTG, Inc. Employee and Director Stock Purchase Plan. The applicable registration fees were paid at the time of the original filing of this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by the Registrant (File No. 0-16867) 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 and deemed to be a part hereof from the date of the filing of such documents: 1. The Registrant's Annual Report on Form 10-K for the year ended December 31, 2004, as amended; 2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005; 3. The Registrant's Current Reports on Form 8-K filed March 24, 2005, April 19, 2005 and July 1, 2005; and 4. The description of the Registrant's Common Stock contained in the Registrant's Current Report on Form 8-K filed of even date herewith, including any subsequent amendment or report filed for the purpose of updating that description. All documents subsequently filed by the Registrant 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 such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. The circumstances under which a Delaware corporation may indemnify a director, officer, employee or agent of the corporation are set forth in Section 145 of the Delaware General Corporation Law. Article VII of the Registrant's Bylaws is substantially similar to the statute, and provides as follows: "Indemnification and Insurance 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or becomes involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, (hereinafter a proceeding), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorney fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article VII, the corporation shall indemnify any such person seeking indemnification in connection with the proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) is authorized by the board of directors of the corporation. The right to indemnification conferred in this Section 1 of this Article VII shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a current director or officer in his or her capacity as director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced that it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise. The corporation may, to the extent authorized from time to time by the board of directors, grant rights to indemnification, and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this Section 1 with respect to the indemnification and advancement of expenses of directors and officers of the corporation. 2. Right of Claimant to Bring Suit. If a claim under Section 1 of this Article VII is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, the claimant may, at any time thereafter, bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such a claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standard of conduct which makes it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed, but the burden of providing such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper under the circumstances because he or she has met the ethical standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its board of directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. 3. Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, bylaw, agreement, vote of stockholders, or disinterested directors or otherwise. 4. Insurance. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation, or another corporation, partnership, joint venture, trust or other enterprise against such expense, liability or loss, whether or not the corporation will have the power to indemnify such person against such expense, liability or loss, under the Delaware General Corporation Law." Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits See Exhibit Index, which is incorporated herein by reference. Item 9. Undertakings (a) The undersigned Registrant hereby undertakes: (1) To file, during any 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 thereof) 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 maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent 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 this Registration Statement or any material change to such information in this Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed 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 being 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. (b) The undersigned Registrant hereby undertakes 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 this 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. (c) 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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Springfield, State of Illinois, on the 30 day of June, 2005. UTG, INC. By: __/s/ Theodore C. Miller_________________ Title: ___Secretary_______________________ KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Randall L. Attkisson and Theodore C. Miller with the power to act without the other, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her, and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed below by the following persons on the dates and in the capacities indicated. Name Capacity Date * Director June 30, 2005 John S. Albin * Director June 30, 2005 Randall L. Attkisson * Director June 30, 2005 Joseph A. Brinck, II * Director, Chief June 30, 2005 Jesse T. Correll Executive Officer (Principal Executive Officer) * Director June 30, 2005 Ward F. Correll * Director June 30, 2005 Thomas F. Darden * Director June 30, 2005 William W. Perry * Director June 30, 2005 James P. Rousey * Chief Financial and June 30, 2005 Theodore C. Miller Accounting Officer (Principal Financial and Accounting Officer) /s/ Theodore C. Miller________ *By: Theodore C. Miller, as Attorney-in-Fact Date: June 30,2005 EXHIBIT INDEX Exhibit Number Description 2 Agreement and Plan of Merger between United Trust Group, Inc. and UTG, Inc. (incorporated by reference to Registrant's Current Report on Form 8-K filed on even date herewith). 4(a) Certificate of Incorporation for the Registrant dated April 4, 2005 (incorporated by reference to Registrant's Current Report on Form 8-K filed on even date herewith). 4(b) Bylaws of the Registrant (incorporated by reference to Registrant's Current Report on Form 8-K filed on even date herewith). 5 Opinion of Wyatt, Tarrant & Combs, LLP. 23(a) Consent of Wyatt, Tarrant & Combs, LLP (included in Exhibit 5). 23(b) Consent of Kerber, Eck & Braeckel LLP. 24 Power of Attorney (precedes signatures). 99(a) United Trust Group, Inc. Employee and Director Stock Purchase Plan (incorporated by reference to Registrant's Form 8-K filed September 19, 2003). 99(b) United Trust Group, Inc. Stock Restriction and Buy-Sell Agreement (included in Exhibit 99(a)).
- UTGN Dashboard
- Financials
- Filings
- Insider
- Institutional
-
S-8 POS Filing
Utg (UTGN) S-8 POSRegistration of securities for employees (post-effective amendment)
Filed: 1 Jul 05, 12:00am