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)).
