As filed with the Securities and Exchange Commission on May 22, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SELECTIVE INSURANCE GROUP, INC.
(Exact name of Registrant as specified in its charter)
New Jersey 22-2168890
(State or Other (I.R.S. Employer
Jurisdiction of Identification Number)
Incorporation or
Organization)
40 Wantage Avenue
Branchville, New Jersey 07890
(Address of Principal Executive Offices) (Zip Code)
SELECTIVE INSURANCE GROUP, INC.
STOCK OPTION PLAN III
(Full Title of the Plan)
THORNTON R. LAND, ESQ.
Executive Vice President, Administration and General Counsel
Selective Insurance Group, Inc.
40 Wantage Avenue
Branchville, New Jersey 07890
(Name and address of agent for service)
(973) 948-3000
(Telephone number, including Area Code, of Agent for Service)
COPIES TO:
Michael J. Nita, Esq.
Drinker Biddle & Shanley LLP
500 Campus Drive
Florham Park, NJ 07932-1047
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering aggregate registration
to be registered registered(1) price per offering fee(1)(2)
share (2) price (2)
- ---------------------------------------------------------------------------------
Common Stock, $2.00 par 1,448,128 $28.07 $40,648,953 $3,740
value (including Common Shares
Stock purchase rights)
(3)
- ---------------------------------------------------------------------------------
(1) Pursuant to Instruction E to Form S-8, this registration statement shall
also be deemed to cover 551,872 shares previously registered on Form S-8,
Registration No. 333-37501, which shares are being carried forward and
transferred from a predecessor plan and for which the registration fee was
previously paid with the registration of those shares. This registration
statement shall also cover an indeterminate number of shares which may be
offered and issued in connection with stock splits, stock dividends or
similar transactions.
(2) Calculated pursuant to Rule 457(c) and 457(h) based upon a price of $28.07
per share, which was the average of the high and low prices of a share of
Common Stock as reported on the Nasdaq National Market on May 20, 2002.
(3) Prior to the occurrence of certain events, purchase rights for Common Stock
will not be evidenced separately from the Common Stock.
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of Form S-8 to register 1,448,128 shares of the Registrant's common
stock, $2.00 par value ("Common Stock"), issuable pursuant to the Registrant's
Stock Option Plan III (the "Plan"). A total of 1,000,000 shares of Common Stock
were registered by Registration Statement on Form S-8, Registration No.
333-37501, to be issued pursuant to Selective Insurance Group, Inc. Stock
Option Plan II ("Plan II"). There are 551,872 such shares registered in
connection with Plan II which remain available for the grant of options under
Plan II. These 551,872 shares are hereby carried forward and transferred to,
and are deemed covered by, this Registration Statement. Accordingly, this
Registration Statement covers 2,000,000 shares of Common Stock.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Securities Act of 1933 (the
"Act"), the documents containing the information specified in Part I of Form S-8
will be sent or given to participants under the Plan. These documents, together
with the documents incorporated by reference herein pursuant to Item 3 of Part
II below, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference herein the following
documents which have been filed with the Securities and Exchange Commission (the
"SEC"):
(a) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001 (file no. 0-8641), filed with the SEC on March 28, 2002;
(b) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002 (file no. 0-8641), filed with the SEC on May 14, 2002; and
(c) the description of Common Stock and purchase rights for shares
of Common Stock associated with Common Stock set forth in the Company's
registration statements on Form 8-A filed with the SEC pursuant to Section 12 of
the Exchange Act and any amendment or report filed for the purpose of updating
those descriptions.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment hereto that
indicates that all securities offered have been sold or that deregisters all
such securities then remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document 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
other subsequently filed document that also is incorporated or deemed to be
incorporated by reference herein 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 NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Selective is organized under the laws of the State of New Jersey. The New
Jersey Business Corporation Act, as amended (the "Act"), provides that a New
Jersey corporation has the power generally to indemnify its directors, officers,
employees and other agents against expenses and liabilities in connection with
any proceeding involving such person by reason of his being or having been a
corporate agent, other than a proceeding by or in the right of the corporation,
if such person acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and, with respect to
any criminal proceeding, such person had no reasonable cause to believe his
conduct was unlawful. In the case of an action brought by or in the right of the
corporation, indemnification of directors, officers, employees and other agents
against expenses is permitted if such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation; however, no indemnification is permitted in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation, unless and only to the extent that the New Jersey Superior
Court, or the court in which such proceeding was brought, shall determine upon
application that despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to such
indemnification. Expenses incurred by a director, officer, employee or other
agent in connection with a proceeding may be, under certain circumstances, paid
by the corporation in advance of the final disposition of the proceeding as
authorized by the board of directors. The power to indemnify and advance
expenses under the Act does not exclude other rights to which a director,
officer, employee or other agent of the corporation may be entitled to under the
certificate of incorporation, by-laws, agreement, vote of stockholders, or
otherwise, provided that no indemnification is permitted to be made to or on
behalf of such person if a judgment or other final adjudication adverse to such
person establishes that his acts or omissions were in breach of his duty of
loyalty to the corporation or its shareholders, were not in good faith or
involved a violation of the law, or resulted in the receipt by such person of an
improper personal benefit.
Under the Act, a New Jersey corporation has the power to purchase and
maintain insurance on behalf of any director, officer, employee or other agent
against any expenses incurred in any proceeding and any liabilities asserted
against him by reason of his being or having been a corporate agent, whether or
not the corporation has the power to indemnify him against such expenses and
liabilities under the Act. All of the foregoing powers of indemnification
granted to a New Jersey corporation may be exercised by such corporation
notwithstanding the absence of any provision in its certificate of incorporation
or by-laws authorizing the exercise of such powers. However, a New Jersey
corporation may, with certain limitations, provide in its certificate of
incorporation that a director or officer shall not be personally liable, or
shall be liable only to the extent therein provided, to the corporation or its
shareholders for damages for breach of a duty owed to the corporation or its
shareholders.
Reference is made to Sections 14A:3-5 and 14A:2-7(3) of the Act in
connection with the above summary of indemnification, insurance and limitation
of liability.
Section (a) of Article NINTH of our certificate of incorporation, and
Section 14 of our By-Laws, provide generally that a director shall not be
personally liable to Selective or its shareholders for damages from breach of
any duty owed to Selective or its shareholders, except to the extent such
personal liability may not be eliminated or limited under the Act. Such
provisions further provide generally that an officer of Selective shall not be
personally liable to Selective or its shareholders for damages or breach of any
duty owed to Selective or its shareholders, except to the extent and for the
duration of any period of time such personal liability may not be eliminated or
limited under the Act.
Section (b) of Article NINTH of our certificate of incorporation, and
Section 14A of our By-Laws provide generally that each person who was or is made
a party to or involved in a pending, threatened or completed civil, criminal,
administrative or arbitrative action, suit or proceeding, or any appeal therein
or any inquiry or investigation which could lead to such action, suit or
proceeding of Selective or any constituent corporation absorbed by Selective in
a consolidation or merger, or by reason of his/her having been a director,
officer, trustee, employee or agent of another entity serving as such at our
request, shall be indemnified and held harmless by Selective to the fullest
extent permitted by the Act, as amended (but, in the case of any amendments,
only to the extent such amendment permits Selective to provide broader
indemnification rights than the Act permitted prior to such amendment), from and
against any and all reasonable costs, disbursements and attorney's fees, and any
and all amounts paid or incurred in satisfaction of settlements, judgments,
fines and penalties, incurred or suffered in connection with any such
proceeding, and such indemnification shall continue as to a person who has
ceased to be a director, officer, trustee, employee or agent and shall inure to
the benefit of such person's heirs, executors, administrators and assigns;
provided, however, that, except as provided above, Selective shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
specifically authorized by its board of directors. Such provisions of the
certificate of incorporation and By-Laws of Selective provide, under certain
circumstances, for a right to be paid by Selective the expenses incurred in any
proceeding in advance of the final disposition of such proceeding as authorized
by the board of directors. Further, Selective is authorized to purchase and
maintain insurance on behalf of any director, officer, employee or agent of the
Company against any expenses incurred and any liabilities asserted against
him/her in any proceeding by reason of such person having been a director,
officer, employee or agent, whether or not Selective would have the power to
indemnify such person.
The directors and officers of the Company are insured by policies
purchased by the Company against liabilities and expenses incurred in their
capacity as directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
4.1 Restated Certificate of Incorporation of Selective Insurance Group,
Inc., as amended (incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1997, Commission file no. 0-8641).
4.2 By-Laws of Selective Insurance Group, Inc., as amended (incorporated
by reference to Exhibit 3.2 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 2001, Commission
file no. 0-8641).
4.3 Selective Insurance Group, Inc. Stock Option Plan III (incorporated
by reference to Exhibit A to the Registrant's proxy statement for
its 2002 Annual Meeting of Stockholders, filed with the Securities
and Exchange Commission on April 1, 2002).
5* Opinion of Drinker Biddle & Shanley LLP
23.1* Consent of Drinker Biddle & Shanley LLP (included in Exhibit 5).
23.2* Consent of KPMG LLP
24* Powers of Attorney
* Filed herewith.
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 the
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 the
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 estimated 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 twenty percent (20%)
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 the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 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 the
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.
(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 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.
(h) 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 that 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 Borough of Branchville, in the State of New Jersey, on the
21st day of May, 2002.
SELECTIVE INSURANCE GROUP, INC.
By: /s/ Gregory E. Murphy
----------------------
Gregory E. Murphy
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated:
Signatures Title Date
---------- ----- ----
/s/ Gregory E. Murphy Chairman of the May 21, 2002
- --------------------------- Board, President,
Gregory E. Murphy Chief Executive
Officer and Director
(principal executive
officer)
/s/ Dale A. Thatcher Senior Vice May 21, 2002
- --------------------------- President and Chief
Dale A. Thatcher Financial Officer
(principal
accounting and
financial officer)
*
- --------------------------- Director May 7, 2002
Paul D. Bauer
*
- --------------------------- Director May 7, 2002
A. David Brown
*
- --------------------------- Director May 7, 2002
William A. Dolan, II
*
- --------------------------- Director May 7, 2002
C. Edward Herder
*
- --------------------------- Director May 7, 2002
William M. Kearns, Jr.
Director May 7, 2002
*
- ---------------------------
Joan Lamm-Tennant, Ph.D.
*
- --------------------------- Director May 7, 2002
S. Griffin McClellan, III
*
- --------------------------- Director May 7, 2002
William M. Rue
Director May 7, 2002
*
- ---------------------------
Thomas D. Sayles
*
- --------------------------- Director May 7, 2002
J. Brian Thebault
* Gregory E. Murphy hereby signs this Registration Statement on Form S-8 on
behalf of each of the indicated persons for whom he is attorney-in-fact on
May 21, 2002 pursuant to a power of attorney filed herewith.
By: /s/ Gregory E. Murphy
---------------------------
Gregory E. Murphy
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5 Opinion of Drinker Biddle & Shanley LLP
23.1 Consent of Drinker Biddle & Shanley LLP
(included in Exhibit 5)
23.2 Consent of KPMG LLP
24 Powers of Attorney