SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
Old Guard Group, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2852984
(State of Incorporation (I.R.S. Employer
or organization) Identification No.)
2929 Lititz Pike
Lancaster, Pennsylvania 17601
(Address of principal (Zip Code)
executive offices)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None Not Applicable
Securities to be registered pursuant to section 12(g) of the Act:
Common Stock, No Par Value
(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be
Registered.
The description of the Registrant's Common Stock, no par
value, is incorporated herein by reference to "DESCRIPTION OF
CAPITAL STOCK -- Common Stock" set forth in the Registrant's
Registration Statement No. 333-12779 on Form S-1 filed with the
Commission on September 26, 1996.
Item 2. Exhibits.
1. Specimen Common Stock Certificate.
2. Articles of Incorporation of Old Guard Group, Inc.
(Incorporated herein by reference to Exhibit 3.1
of the Registrant's Registration Statement
No. 333-12779 on Form S-1 filed with the
Commission on September 26, 1996).
3. Bylaws of Old Guard Group, Inc. (Incorporated
herein by reference to Exhibit 3.2 of the
Registrant's Registration Statement No. 333-12779
on Form S-1 filed with the Commission on
September 26, 1996).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly authorized this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
OLD GUARD GROUP, INC.
(Registrant)
Date: October 22, 1996 By/s/ David E. Hosler
David E. Hosler,
Chairman, President and Chief
Executive Officer
<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION
1. Specimen Common Stock Certificate.
2. Articles of Incorporation of Old Guard Group, Inc.
(Incorporated herein by reference to Exhibit 3.1 of the
Registrant's Registration Statement No. 333-12779 on
Form S-1 filed with the Commission on September 26,
1996).
3. Bylaws of Old Guard Group, Inc. (Incorporated herein
by reference to Exhibit 3.2 of the Registrant's
Registration Statement No. 333-12779 on Form S-1 filed
with the Commission on September 26, 1996).
Exhibit 1
SPECIMEN COMMON STOCK CERTIFICATE
[FRONT]
OLD GUARD GROUP, INC.
Number ______ Shares _______
ORGANIZED UNDER THE LAWS SEE REVERSE FOR CERTAIN DEFINITIONS
OF THE COMMONWEALTH OF CUSIP 679783 10 0
PENNSYLVANIA
This Certifies that _____________________ is the registered
holder of
FULLY PAID AND NON-NON ASSESSABLE SHARES OF THE COMMON STOCK OF
OLD GUARD GROUP, INC.
Transferable only on the books of the Corporation by the holder
hereof, in person or by an attorney, upon surrender of this
certificate properly endorsed.
This certificate is not valid unless countersigned by the
Transfer Agent.
IN WITNESS WHEREOF, the Corporation has caused this
certificate to be executed by its duly authorized officers and
has caused its seal to be affixed hereto at Lancaster,
Pennsylvania.
Dated:
_________________________ ___________________________________
Secretary President
Countersigned and Registered:
___________________________________
Transfer Agent and Registrar,
By
Authorized Officer
[Corporate Seal]<PAGE>
[BACK]
OLD GUARD GROUP, INC.
The Corporation will furnish to any stockholder, upon
request and without charge, a full or summary statement of the
designations, preferences, limitations and relative rights of the
shares of each class authorized to be issued, the variations in
the relative rights and preferences between shares of each series
of preferred or special class of shares so far as the same have
been fixed and determined, and the authority of the Board of
Directors of the Corporation to fix and determine the relative
rights and preferences of subsequent series of such preferred or
special classes.
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations.
TEN COMM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIF MIN ACT - Custodian
(Cust) (Minor)
under Uniform Gifts to Minor's
Act__________________________
(State)
Additional abbreviations may also be used though not in the above
list.
For Value Received, ______ hereby sell, assign and transfer
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________________________________
_________________________________________________________________
(Please Print or Typewrite Name and Address, including Zip Code,
of Assignee)
_________________________________________________________________
_________________________________________________________________
___________________________________________________________shares
of the common stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
_______________________________________________________,
Attorney, to transfer the said stock on the books of the within
named Corporation with full power of substitution in the
premises.
Dated:________________________
______________________________________________________
NOTICE: The signature to this Assignment must correspond
with the name as written upon the face of the
Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
