As filed with the Securities and Exchange Commission on May 17,2000
Registration No. 333-
=============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HARLEYSVILLE GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0241172
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
355 Maple Avenue, Harleysville, Pennsylvania 19438
(Address of principal executive offices) (Zip Code)
-----------------
HARLEYSVILLE GROUP INC. EXCESS STOCK PURCHASE PLAN
(Full title of the plan)
Walter R. Bateman
Chairman, President and Chief Executive 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 Copies to:
Henry S. Bryans, Esquire Roger A. Brown, Esquire
Drinker Biddle & Reath LLP Harleysville Group Inc.
One Logan Square 355 Maple Avenue
18th & Cherry Streets Harleysville, PA 19438-2297
Philadelphia, PA 19103-6996 (215) 256-5173
(215) 988-2823
CALCULATION OF REGISTRATION FEE
===========================================================================
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of Securities to be price per offering registration
to be registered registered unit price <F1> fee <F1>
- -------------------- ---------- --------- --------- -------------
Common Stock
$1.00 par value 50,000<F2> $15.875<F1> $793,750 $209.55
[FN]
<F1>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
12, 2000 on the Nasdaq National Market System.
<F2>Pursuant to Rule 416, this Registration Statement also covers such
additional shares as may be offered or issued to prevent dilution
resulting from stock splits, stock dividends, recapitalizations or
certain other capital adjustments.
===========================================================================
Page II-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
----------------------------------------------
The following documents filed by the Company with the
Securities and Exchange Commission are incorporated herein by
reference:
a. Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 filed by the Company pursuant to Section 13(a)
of the Securities Exchange Act of 1934 ("Exchange Act").
b. Quarterly Report on Form 10-Q for the quarter ended March
31, 2000.
c. The description of the Company's common stock contained in
the Registration Statement on Form S-1 filed by the Company on
April 15, 1986 (File No. 33-4885) under the Securities Act of
1933, 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 statement. 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 Certificate of Incorporation and By-Laws contain provisions
permitted by the Delaware General Corporation Law
Page II-2
("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 provision.
In addition, the Company's 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 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
--------
Reference is made to the Exhibit Index on Page II-6.
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.
Page II-3
(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 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
Page II-4
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 17th day of May, 2000.
HARLEYSVILLE GROUP INC.
BY: /s/Walter R. Bateman
---------------------
Walter R. Bateman
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
------------------
Each person whose signature appears below constitutes and
appoints each of Walter R. Bateman and Roger A. Brown, as such
person's true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for such person and in
such person's name, place and stead, in any and all capacities,
to sign any and all amendments to the 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 attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary
to be done as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or a substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Page II-5
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/Walter R. Bateman Chairman, President, May 17, 2000
- ------------------- Chief Executive Officer
Walter R. Bateman and a Director
/s/Bruce J. Magee Senior Vice President, May 17, 2000
- ------------------- Chief Financial Officer
Bruce J. Magee (Principal financial
officer and principal
accounting officer)
/s/Lowell R. Beck Director May 17, 2000
- -----------------
Lowell R. Beck
/s/Michael L. Browne Director May 17, 2000
- --------------------
Michael L. Browne
/s/Robert D. Buzzell Director May 17, 2000
- --------------------
Robert D. Buzzell
/s/Mirian M. Graddick Director May 17, 2000
- ---------------------
Mirian M. Graddick
/s/Joseph E. McMenamin Director May 17, 2000
- ----------------------
Joseph E. McMenamin
/s/Frank E. Reed Director May 17, 2000
- ----------------
Frank E. Reed
/s/Jerry S. Rosenbloom Director May 17, 2000
- -----------------------
Jerry S. Rosenbloom
Page II-6
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
- ------- ------------------------
4.1 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).
4.2 Amended and Restated By-Laws of Registrant (incorporated by
reference to Exhibit (4)(B) to the Registrant's Post-Effective
Amendment No. 1 to S-3 Registration Statement No. 33-90810 filed
October 10, 1995).
4.3* Excess Stock Purchase Plan of Registrant.
5.1* Opinion of Drinker Biddle & Reath LLP re legality of shares
of Common Stock being offered hereby.
23.1* Consent of KPMG LLP.
23.2 Consent of Drinker Biddle & Reath LLP (included in Exhibit 5.1.)
24.1* Power of Attorney included on Page II-4.
- ----------------
*Filed herewith.