As filed with the Securities and Exchange Commission on August 13, 2015

Registration No. 333-        

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

Conifer Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Conifer Holdings, Inc. 2015 Omnibus Incentive Plan

(Full title of the plan)

 

Brian J. Roney
President
Conifer Holdings, Inc.
550 W. Merrill St., Suite 200
Birmingham, MI 48009
(248) 559-0840
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copy to:

 

Donald J. Kunz, Esq.

Honigman Miller Schwartz and Cohn LLP

2290 First National Building

660 Woodward Ave.

Detroit, Michigan 48226-3506

(313) 465-7454

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

 

Large accelerated filer  o    Accelerated filer  o

 

Non-accelerated filer  x (Do not check if a smaller reporting company)   Smaller reporting company  o

 

CALCULATION OF REGISTRATION FEE

Title of securities to be registered		Amount to be registered(1)		Proposed maximum offering price per share			Proposed maximum aggregate offering price			Amount of registration fee
Common Stock, no par value		1,377,000	(2)	$	10.50	(3)	$	14,458,500		$	1,681

(1)         Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement also shall cover any additional shares of the Registrant’s common stock that may become issuable under the Conifer Holdings, Inc. 2015 Omnibus Incentive Plan by reason of certain corporate transactions or events, including any stock dividend, stock split, reorganization or any other similar transaction that affects the stock such that an adjustment is appropriate in order to prevent dilution of the rights of participants under such plans.

 

(2)         Represents shares of common stock issuable under the Conifer Holdings, Inc. 2015 Omnibus Incentive Plan.

 

(3)         Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $10.50 per share, which is the initial public offering price per share of the Registrant’s common stock set forth on the cover page of the Registrant’s prospectus dated August 13, 2015 relating to its initial public offering.

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed by Conifer Holdings, Inc., a Michigan corporation (the “Registrant”), relating to 1,377,000 shares of its common stock, no par value (“Common Stock”), that have been reserved for issuance under the Conifer Holdings, Inc. 2015 Omnibus Incentive Plan (the “Plan”) to eligible employees, directors, and consultants of the Registrant and its affiliates, as of the date of this Registration Statement.  The Plan was adopted by the Registrant’s Board and its shareholders.

 

PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

The documents containing the information required in this Part I will be delivered to the participants in the Plan, as specified in Rule 428(b)(1) of the Securities Act. Such documents are not required to be filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.                                 Incorporation of Documents By Reference.

 

The following documents filed with the Commission by the Registrant are hereby incorporated by reference in this Registration Statement:

 

(a)                                              the Registrant’s prospectus filed on August 13, 2015 pursuant to Rule 424(b) under the Securities Act relating to the Registration Statement on Form S-1, as amended (File No. 333-205448), which contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed; and

 

(b)                                              the description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-37536) filed with the Commission on August 7, 2015 under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description.

 

In addition, all documents the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities covered hereby then remaining unsold are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents.  Notwithstanding anything herein, the Registrant is not incorporating by reference any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless, and to the extent, specified in any such Current Report on Form 8-K.

 

Any statement herein or contained 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 or is deemed to be incorporated by reference herein, modifies or supersedes such prior statement. Any such 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.

 

Under Sections 561-571 of the Michigan Business Corporation Act (as it may be amended from time to time, the “MBCA”), directors and officers of a Michigan corporation may be entitled to indemnification by the corporation against judgments, expenses, fines and amounts paid by the director or officer in settlement of claims brought against them by third persons or by or in the right of the corporation if the statutory standard (defined below) is met.  In particular, Section 561 of the MBCA provides that a Michigan corporation has the power to indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, other than an action by or in the right of the corporation, by reason of the fact that he or she 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, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding (provided that generally the director did not (i) receive a financial benefit to which he was not entitled, (ii) intentionally inflict harm on the corporation or its shareholders, (iii) violate Section 551 of the MBCA relating to loans, dividends and distributions, or (iv) intentionally commit a criminal act, collectively, the “statutory standard”), and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful.  In addition, Section 562 of the MBCA provides that a Michigan corporation has the power to indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she 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, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including attorneys’ fees, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or suit if the statutory standard is met.  The MBCA does not permit indemnification for a claim, issue or matter in which the person has been found liable to the corporation unless application for indemnification is made to, and ordered by, the court conducting the proceeding or another court of competent jurisdiction.

 

Section 563 of the MBCA provides that a director or officer who has been successful on the merits or otherwise in defense of an action, suit or proceeding referred to in Sections 561 and 562 of the MBCA, or in defense of a claim, issue, or matter in any such action, suit, or proceeding, shall be indemnified by the corporation against actual and reasonable expenses, including attorneys’ fees, incurred by him or her in connection with the action, suit or proceeding, and any action, suit, or proceeding brought to enforce this mandatory indemnification.

 

Our amended and restated articles eliminate the liability of our directors for monetary damages to the fullest extent permitted under the MBCA and other applicable law.  Our amended and restated bylaws generally require us to indemnify our officers and directors to the fullest extent permitted by law, and to advance expenses incurred by our directors and officers prior to the final disposition of any action or proceeding arising by reason of the fact that any such person is or was our agent.  In addition, our amended and restated bylaws permit us to provide such other indemnification and advancement of expenses to our other employees and agents as permitted by law and authorized by the Board from time to time.

 

As permitted by the MBCA, we have entered into separate indemnification agreements with our directors and executive officers.  Such agreements generally provide for indemnification by reason of being a director or executive officer of the company, as the case may be.  These agreements are in addition to the indemnification provided by our amended and restated bylaws.

 

In addition, we maintain an insurance policy covering our officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise.

 

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Item 7.                                 Exemption from Registration Claimed.

 

Not applicable.

 

Item 8.                                 Exhibits.

 

Exhibit No.		Description
4.1		Amended and Restated Articles of Incorporation of Registrant, incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on July 30, 2015 (Registration No. 333-205448)
4.2		Amended and Restated Bylaws of Registrant, incorporated by reference to Exhibit 3.4 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on July 30, 2015 (Registration No. 333-205448)
4.3		Form of common stock certificate, incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on July 30, 2015 (Registration No. 333-205448)
5.1*		Opinion of Honigman Miller Schwartz and Cohn LLP
23.1*		Consent of Deloitte & Touche LLP
23.2*		Consent of Deloitte & Touche LLP
23.3*		Consent of Honigman Miller Schwartz and Cohn LLP (included in its opinion filed as Exhibit 5.1 to this Registration Statement)
24.1*		Power of Attorney (included after the signature of the Registrant contained on Signature Page of this Registration Statement)
99.1		Conifer Holdings, Inc. 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 filed on July 2, 2015 (Registration No. 333-205448)

 

* Filed herewith

 

Item 9.  Undertakings.

 

(a)                                 The 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;

 

(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

 

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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 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 Exchange Act that are incorporated by reference in the Registration Statement; and

 

(2)                                 That, for the purpose of determining any liability under the Securities Act, 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 offer 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 Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.

 

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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 Birmingham, State of Michigan, on August 13, 2015.

 

	CONIFER HOLDINGS, INC.
	By:	/s/ James G. Petcoff
	James G. Petcoff
	Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints James G. Petcoff and Harold J. Meloche as his or her true and lawful attorneys-in-fact and agents with full power of substitution, severally, for him in any and all capacities, to sign the Registration Statement on Form S-8 of Conifer Holdings, Inc., and any or all amendments (including post-effective amendments thereto), 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 do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for 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 his or their 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 on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

 

 

[Signature Page to Registration Statement on Form S-8]

 

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EXHIBIT INDEX

 

Exhibit No.		Description
4.1		Amended and Restated Articles of Incorporation of Registrant, incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on July 30, 2015 (Registration No. 333-205448)
4.2		Amended and Restated Bylaws of Registrant, incorporated by reference to Exhibit 3.4 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on July 30, 2015 (Registration No. 333-205448)
4.3		Form of common stock certificate, incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on July 30, 2015 (Registration No. 333-205448)
5.1*		Opinion of Honigman Miller Schwartz and Cohn LLP
23.1*		Consent of Deloitte & Touche LLP
23.2*		Consent of Deloitte & Touche LLP
23.3*		Consent of Honigman Miller Schwartz and Cohn LLP (included in its opinion filed as Exhibit 5.1 to this Registration Statement)
24.1*		Power of Attorney (included after the signature of the Registrant contained on Signature Page of this Registration Statement)
99.1		Conifer Holdings, Inc. 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 filed on July 2, 2015 (Registration No. 333-205448)

 

* Filed herewith

 

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