As filed with the Securities and Exchange Commission on August
26, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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HARLEYSVILLE GROUP INC. YEAR 2000 DIRECTORS' STOCK OPTION PROGRAM
(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)
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With Copies to:
James W. Jennings, Esquire Roger A. Brown, Esquire
Morgan, Lewis & Bockius LLP Harleysville Group Inc.
1701 Market Street 355 Maple Avenue
Philadelphia, PA 19103-2921 Harleysville, PA 19438-2297
(215) 963-5276 (215) 256-5173
CALCULATION OF REGISTRATION FEE
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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>
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Common Stock
$1.00 par value 123,500<F2> $19.50<F1> $2,408,250 $669.49
[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
August 23, 1999 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.
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Page II-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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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, 1998 filed by the Company pursuant to Section
13(a) of the Securities Exchange Act of 1934 ("Exchange Act").
b. Quarterly Reports on Form 10-Q for the quarters ended March
31, 1999 and June 30, 1999.
c. Current Report on Form 8-K filed June 23, 1999.
d. The description of the Company's common stock set forth
in response to Item 9 of the Registration Statement on
Form S-1 filed by the Company on April 15, 1986 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.
EXPERTS
The consolidated financial statements and schedules of the Company as of
December 31, 1998 and for each of the years in the three-year period ended
December 31, 1998, which reports appear in or are incorporated by reference
in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, have been incorporated by reference in the registration
statement in reliance upon the reports of KPMG LLP, independent certified
public accountants, and upon the authority of said firm as experts
Page II-2
in accounting and auditing. To the extent that KPMG LLP audits and reports
on financial statements of the Company issued at future dates, and consents
to the use of their reports thereon, such financial statements also will be
incorporated by reference in the registration statement in reliance upon
their report and said authority.
Item 4. Not applicable.
Item 5. Not applicable.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
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The Company's Certificate of Incorporation and By-Laws contain provisions
permitted by the Delaware General Corporation Law ("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. Not applicable.
Item 8. EXHIBITS
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Reference is made to the Exhibit Index on Page II-6.
Item 9. UNDERTAKINGS
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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:
Page II-3
(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.
(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
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(1)(ii) shall not 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
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
Page II-4
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
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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 25th day of
August, 1999.
HARLEYSVILLE GROUP INC.
BY: /s/Walter R. Bateman
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Walter R. Bateman
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
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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.
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.
Page II-5
Signature Title Date
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/s/Walter R. Bateman Chairman, President, August 25, 1999
- -------------------- Chief Executive Officer
Walter R. Bateman and a Director
/s/Bruce J. Magee Senior Vice President, August 25, 1999
- -------------------- Chief Financial Officer
Bruce J. Magee (Principal financial
officer and principal
accounting officer)
/s/Michael L. Browne Director August 25, 1999
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Michael L. Browne
/s/Robert D. Buzzell Director August 25, 1999
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Robert D. Buzzell
/s/William E. Strasburg Director August 25, 1999
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William E. Strasburg
/s/Frank E. Reed Director August 25, 1999
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Frank E. Reed
/s/Joseph E. McMenamin Director August 25, 1999
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Joseph E. McMenamin
/s/Lowell R. Beck Director August 25, 1999
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Lowell R. Beck
/s/Jerry S. Rosenblum Director August 25, 1999
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Jerry S. Rosenbloom
Page II-6
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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(4)(A) 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)(B) 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)(C)* Year 2000 Directors' Stock Option Program of Registrant.
(5)* Opinion of Morgan, Lewis & Bockius LLP re legality of
shares of Common Stock being offered hereby.
(23)(A)* Consent of KPMG LLP.
(B) Consent of Morgan, Lewis & Bockius LLPv(included in
Exhibit (5)).
(24)* Power of Attorney included on Page II-4.
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*Filed herewith.