As filed with the Securities and Exchange Commission on June 22, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE HANOVER INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware | 04-3263626 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
440 Lincoln Street Worcester, Massachusetts 01653 (Address of Principal Executive Offices) (Zip Code) |
The Hanover Insurance Group 2023 Employee Stock Purchase Plan
(Full title of the plan)
Dennis F. Kerrigan
Executive Vice President, Chief Legal Officer
The Hanover Insurance Group, Inc.
440 Lincoln Street
Worcester, MA 01653
(508) 855-1000
(Name, address, and telephone number, including area code, of agent for service)
Please send a copy of all communications to:
Zachary Blume
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
(617) 951-7000
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
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| 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 the Securities Act. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As permitted by Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants of The Hanover Insurance Group 2023 Employee Stock Purchase Plan as required by Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We incorporate by reference herein the following documents filed by The Hanover Insurance Group, Inc. (the “Registrant”) with the Securities and Exchange Commission (“SEC”):
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 to this Registration Statement that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is incorporated or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
The Registrant is incorporated under the laws of the State of Delaware. Section 145 (“Section 145”) of the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the “General Corporation Law”), inter alia, provides that a Delaware corporation may indemnify any persons who were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. In addition, the statutes of Delaware contain provisions to the general effect that any director shall in the performance of his duties be fully protected in relying in good faith upon the books of account or records of the corporation or statements prepared by any official of the corporation.
Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent 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 enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.
The Registrant’s certificate of incorporation provides that the Registrant shall indemnify and upon request shall advance expenses to its directors and officers to the full extent permitted by the laws of the State of Delaware; provided, however, that the Registrant is not required to indemnify a person in connection with an action that was initiated by or on behalf of the person. The Registrant’s certificate of incorporation provides that the Registrant’s directors and officers shall not be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that the exculpation from liabilities is not permitted under the General Corporation Law as in effect at the time such liability is determined.
The Registrant also carries standard directors’ and officers’ liability insurance covering its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit |
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4.1 | |
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4.2 | |
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5.1* | |
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23.1* | |
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23.2* | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. |
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24* | Power of Attorney. Set forth on the signature page of this Registration Statement. |
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99.1 | |
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107* |
* Filed herewith.
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Item 9. Undertakings.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
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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 city of Worcester, Commonwealth of Massachusetts on this 22nd day of June, 2023.
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THE HANOVER INSURANCE GROUP, INC. | ||
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By: | /s/ John C. Roche | |
| Name: John C. Roche | |
| Title: President, Chief Executive Officer and Director |
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints John C. Roche, Jeffrey M. Farber, Dennis F. Kerrigan and Warren E. Barnes, and each of them singly, 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 on Form S-8 to be filed by The Hanover Insurance Group, Inc. 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 full power and authority to be done in and about the premises, as fully 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, and each of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
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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:
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Signature | Title | Date | ||
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/s/ John C. Roche John C. Roche | President, Chief Executive Officer and Director (Principal Executive Officer) | June 22, 2023 | ||
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/s/ Jeffrey M. Farber Jeffrey M. Farber | Executive Vice President, Chief Financial Officer (Principal Financial Officer) | June 22, 2023 | ||
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/s/ Warren E. Barnes Warren E. Barnes | Senior Vice President, Corporate Controller (Principal Accounting Officer) |
| June 22, 2023 | |
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/s/ Cynthia L. Egan Cynthia L. Egan | Chair of the Board of Directors | June 22, 2023 | ||
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/s/ Francisco A. Aristeguieta Francisco A. Aristeguieta | Director | June 22, 2023 | ||
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/s/ Kevin J. Bradicich Kevin J. Bradicich | Director | June 22, 2023 | ||
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/s/ Theodore H. Bunting, Jr. |
| Director | June 22, 2023 | |
Theodore H. Bunting, Jr. |
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/s/ Jane D. Carlin |
| Director | June 22, 2023 | |
Jane D. Carlin |
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/s/ J. Paul Condrin III |
| Director | June 22, 2023 | |
J. Paul Condrin III |
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/s/ Martin P. Hughes |
| Director | June 22, 2023 | |
Martin P. Hughes |
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/s/ Kathleen S. Lane Kathleen S. Lane |
| Director |
| June 22, 2023 |
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/s/ Joseph R. Ramrath Joseph R. Ramrath | Director |
| June 22, 2023 | |
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/s/ Elizabeth A. Ward Elizabeth A. Ward | Director | June 22, 2023 |
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