As filed with the Securities and Exchange Commission on June 2, 2005
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Selective Insurance Group, Inc.
(Exact name of registrant as specified in its charter)
New Jersey 22-2168890
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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40 Wantage Avenue
Branchville, NJ 07890
(Address of Principal Executive Offices)
Selective Insurance Group, Inc. 2005 Omnibus Stock Plan
(Full title of the plan)
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Michael H. Lanza, Esq.
Senior Vice President and General Counsel
Selective Insurance Group, Inc.
40 Wantage Avenue
Branchville, NJ 07890
(Name and address of agent for service)
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(973) 948-3000
(Telephone number, including area code, of agent for service)
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With a copy to:
Paul T. Schnell, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036-6522
(212) 735-3000
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CALCULATION OF REGISTRATION FEE
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering price registration
(2) share (4) (4) fee
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Common stock, $2.00
par value, and the
associated preferred
share purchase rights
(the "Common Stock") 1,760,000
(1) (3) shares $47.32 $19,035,463.72 $9,802.44 (5)
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(1) The preferred share purchase rights, which are attached to the shares of
Common Stock being registered hereunder, will be issued for no additional
consideration. Accordingly, no additional registration fee is required.
(2) This registration statement, pursuant to Rule 416 under the Securities Act
of 1933, as amended (the "Securities Act"), covers an indeterminate number
of additional shares of Common Stock with respect to the shares registered
hereunder in the event of a stock split, stock dividend or similar
transaction.
(3) Shares to be offered and sold under the Selective Insurance Group, Inc.
2005 Omnibus Stock Plan ("2005 Omnibus Plan") consist of: (i) 402,271
shares not previously registered; (ii) 761,397 shares previously
registered for issuance under the Selective Insurance Group, Inc. Stock
Option Plan III ("Plan III") on May 22, 2002 (Registration No. 333-88806);
(iii) 331,000 shares previously registered for issuance under the
Selective Insurance Group, Inc. Stock Option Plan for Directors
("Directors Plan") on July 18, 2000 (Registration No. 333-41674); and (iv)
265,332 shares previously registered for issuance under the Selective
Insurance Group, Inc. Stock Compensation Plan for Nonemployee Directors
("Nonemployee Directors Plan" and collectively with Plan III and the
Directors Plan, the "Prior Plans") on August 20, 1996 (Registration No.
333-10465). Shares may no longer be issued under the Prior Plans and may
only be offered and sold under the 2005 Omnibus Plan.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act, and based on the average
of the high and low sales prices of the Common Stock as reported by the
NASDAQ National Market on May 26, 2005.
(5) Pursuant to Rule 457(p) under the Securities Act, the aggregate total
registration fee of $9,802.43 is offset by registration fees previously
paid by Selective Insurance Group, Inc. (the "Company") with respect to
unissued shares of Common Stock previously registered by the Company on
Form S-8 Registration Statement Nos. 333-88806 and 333-41674. The amount
of the registration fee was calculated as the difference between the
aggregate registration fee of $9,802.43 (calculated based on the number of
shares to be offered and sold under the 2005 Omnibus Plan) less $3,593.95
which represents the portion of the registration fee associated with the
1,092,397 deregistered shares that was previously paid in connection with
the Form S-8 Registration Statement Nos. 333-88806 and 333-41674. The
Company is filing post-effective amendments to each of the foregoing
Registration Statements and Registration Statement No. 333-10465 to
deregister 1,357,729 unissued shares contemporaneously with the filing of
this Registration Statement.
EXPLANATORY NOTE
This registration statement on Form S-8 (the "Registration Statement") relates
to the registration of 1,760,000 shares of Common Stock that may be issued
under the 2005 Omnibus Plan. The 1,760,000 shares of Common Stock being
registered under this Registration Statement are comprised of: (i) 402,271
shares not previously registered; (ii) 761,397 shares previously registered for
issuance under Plan III on May 22, 2002 (Registration No. 333-88806); (iii)
331,000 shares previously registered for issuance under the Directors Plan on
July 18, 2000 (Registration No. 333-41674); and (iv) 265,332 shares previously
registered for issuance under the Nonemployee Directors Plan on August 20, 1996
(Registration No. 333-10465). None of the shares being registered hereunder
relating to the Prior Plans may be issued under the Prior Plans; such 1,760,000
shares may only be offered and sold under the 2005 Omnibus Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* The documents containing the information specified in Part I of Form S-8 will
be sent or given to employees as specified by Rule 428(b)(1) of the Securities
Act. Such documents need not be filed with the Securities and Exchange
Commission (the "SEC") either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this registration
statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the SEC are incorporated
by reference in this registration statement:
(a) The Company's Annual Report on Form 10-K for the period ending
December 31, 2004, filed with the SEC on March 2, 2005.
(b) The Company's Quarterly Report on Form 10-Q for the period ending
March 31, 2005, filed with the SEC on May 5, 2005;
(c) The Company's Current Reports on Form 8-K, filed with the SEC on
January 18, 2005, February 7, 2005 and May 20, 2005;
(d) The description of the Company's Common Stock contained in
Amendment No. 1 to the Company's Registration Statement on Form 8-A, filed with
the SEC on February 4, 1999; and
(e) The description of the preferred share purchase rights, contained
in the Registration Statement on Form 8-A filed pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), filed with
the SEC on November 6, 1989, as amended by Form 8-A/A filed with the SEC on
February 4, 1999.
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 to this registration statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained herein or in any 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 other subsequently filed document which
also is or is 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.
The legality of the securities registered hereby has been passed upon
by Michele N. Schumacher, Vice President, Assistant General Counsel & Chief
Compliance Officer of the Company. Ms. Schumacher is paid a salary and a bonus
by the Company, is eligible to participate in the 2005 Omnibus Plan and
participates in certain other of the Company's employee benefit plans.
Item 6. Indemnification of Directors and Officers.
The Company 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 or her
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
or she 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 or her 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 or she 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 or her acts or omissions were in
breach of his or her 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 or her by reason of his or her being or having been a corporate
agent, whether or not the corporation has the power to indemnify him or her
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. A New Jersey corporation, however, may provide, with certain
limitations, 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 the Company's restated certificate of
incorporation, as amended, and Section 14 of the Company's By-Laws provide
generally that a director shall not be personally liable to the Company or its
stockholders for damages from breach of any duty owed to the Company or its
stockholders, 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 the Company shall not be personally liable to the Company or
its stockholders for damages or breach of any duty owed to the Company or its
stockholders, 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 the Company's restated certificate of
incorporation, as amended, and Section 14A of the Company's 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 the
Company or any constituent corporation absorbed by the Company in a
consolidation or merger, or by reason of his or her having been a director,
officer, trustee, employee or agent of another entity serving as such at the
Company's request, shall be indemnified and held harmless by the Company to the
fullest extent permitted by the Act, as amended (but, in the case of any
amendments, only to the extent such amendment permits the Company 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, the Company 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 the Company's board of directors. Such
provisions of the Company's certificate of incorporation and By-Laws provide,
under certain circumstances, for a right to be paid by the Company the expenses
incurred in any proceeding in advance of the final disposition of such
proceeding as authorized by the Company's board of directors. Further, the
Company 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 the Company would have the power to indemnify such person.
The Company's directors and officers are insured by policies purchased
by the Company against liability and expenses incurred in their capacity as
directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
No. Description
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4.1 Restated Certificate of Incorporation of Selective Insurance Group,
Inc., dated August 4, 1977, as amended (incorporated by reference
to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, File no. 0-8641)
4.2 The Company's By-Laws, adopted on August 26, 1977, as amended
(incorporated by reference to Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2001,
File no. 0-8641)
4.3 Amended and Restated Rights Agreement, dated as of February 2,
1999, between Selective Insurance Group, Inc. and First Chicago
Trust Company of New York, as Rights Agent (incorporated by
reference to the Company's Current Report on Form 8-K filed on
February 4, 1999, File no. 0-8641)
5.1 Opinion of Michele N. Schumacher, Vice President, Assistant General
Counsel & Chief Compliance Officer, regarding the legality of the
shares of Common Stock being offered hereby*
10.1 Selective Insurance Group, Inc. 2005 Omnibus Stock Plan
(incorporated by reference to Appendix A to the Company's proxy
statement for its 2005 Annual Meeting of Stockholders, filed on
April 6, 2005, File no. 0-8641)
23.1 Consent of Michele N. Schumacher (included in the opinion filed as
Exhibit 5.1 hereto)
23.2 Consent of Independent Registered Public Accounting Firm, KPMG LLP*
24.1 Power of Attorney (included on signature page hereto)
_______________
* 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 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(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 the paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if 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 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 Sections 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.
(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
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Branchville, State of New Jersey, on
this 2nd day of June, 2005.
SELECTIVE INSURANCE GROUP, INC.
By: /s/ Gregory E. Murphy
-----------------------------------
Name: Gregory E. Murphy
Title: Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Gregory E. Murphy, Michael H. Lanza and Michele N. Schumacher, and
each of them, with full power to act without the other, such person's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this registration statement, and any and all amendments
thereto (including pre- and post-effective amendments) and to file the same,
with exhibits and schedules 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 necessary or desirable to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their 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 registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Gregory E. Murphy Chairman, President and Chief Executive June 2, 2005
-------------------------- Officer (principal executive officer)
Gregory E. Murphy
/s/ Dale A. Thatcher Executive Vice President, Chief Financial June 2, 2005
-------------------------- Officer and Treasurer (principal accounting
Dale A. Thatcher and financial officer)
/s/ Paul D. Bauer Director June 2, 2005
--------------------------
Paul D. Bauer
/s/ A. David Brown Director June 2, 2005
--------------------------
A. David Brown
/s/ C. Edward Herder Director June 2, 2005
--------------------------
C. Edward Herder
/s/ William M. Kearns, Jr. Director June 2, 2005
--------------------------
William M. Kearns, Jr.
/s/ Joan M. Lamm-Tennant Director June 2, 2005
--------------------------
Joan M. Lamm-Tennant
/s/ S. Griffin McClellan III Director June 2, 2005
--------------------------
S. Griffin McClellan III
/s/ Ronald L. O'Kelley Director June 2, 2005
--------------------------
Ronald L. O'Kelley
/s/ John F. Rockart Director June 2, 2005
--------------------------
John F. Rockart
/s/ William M. Rue Director June 2, 2005
--------------------------
William M. Rue
/s/ J. Brian Thebault Director June 2, 2005
--------------------------
J. Brian Thebault
EXHIBIT INDEX
Exhibit
No. Description
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4.1 Restated Certificate of Incorporation of Selective Insurance Group,
Inc., dated August 4, 1977, as amended (incorporated by reference
to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, File no. 0-8641)
4.2 The Company's By-Laws, adopted on August 26, 1977, as amended
(incorporated by reference to Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2001,
File no. 0-8641)
4.3 Amended and Restated Rights Agreement, dated as of February 2,
1999, between Selective Insurance Group, Inc. and First Chicago
Trust Company of New York, as Rights Agent (incorporated by
reference to the Company's Current Report on Form 8-K filed on
February 4, 1999, File no. 0-8641)
5.1 Opinion of Michele N. Schumacher, Vice President, Assistant General
Counsel & Chief Compliance Officer, regarding the legality of the
shares of Common Stock being offered hereby*
10.1 Selective Insurance Group, Inc. 2005 Omnibus Stock Plan
(incorporated by reference to Appendix A to the Company's proxy
statement for its 2005 Annual Meeting of Stockholders, filed on
April 6, 2005, File no. 0-8641)
23.1 Consent of Michele N. Schumacher (included in the opinion filed as
Exhibit 5.1 hereto)
23.2 Consent of Independent Registered Public Accounting Firm, KPMG LLP*
24.1 Power of Attorney (included on signature page hereto)
_______________
* Filed herewith.