As filed with the Securities and Exchange Commission on
February 12, 1998.
Registration No. 333-____
_________________________________________________________________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OLD GUARD GROUP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2852984
(State of Incorporation) (I.R.S. Employer Identification No.)
2929 Lititz Pike
Lancaster, Pennsylvania 17601
(717) 569-5361
(Address and telephone number of principal executive offices)
Old Guard Group, Inc. 1996 Stock Compensation Program
(Full Title of the Plan)
With a copy to:
David E. Hosler Jeffrey P. Waldron, Esquire
Chairman, President and Chief Stevens & Lee
Executive Officer 111 North Sixth Street
2929 Lititz Pike P.O. Box 679
Lancaster, Pennsylvania 17601 Reading, Pennsylvania 19603
(717) 569-5361 (610) 478-2000
(Name, address and telephone
number of agent for service)
=================================================================
CALCULATION OF REGISTRATION FEE
=================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered Share(1) Price(1) Fee
Common Stock, 420,491 $17.81 $7,488,944.70 $2,269.38
no par value
per share
=================================================================
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h). Price per share
represents the closing price for a share of Registrant's
Common Stock on the Nasdaq Stock Market on February 9, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in
this Registration Statement:
(a) The description of the Registrant's common stock, no
par value per share (the "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.
(b) The Company's Annual Report on Form 10-KSB for the year
ended December 31, 1997.
(c) The Company's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, June 30, and September 30,
1997.
All documents subsequently filed by the Registrant pursuant
to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment that 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 a part hereof from the date of filing of such documents.
Any statements contained herein or in a document
incorporated or deemed 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 that also is or is
deemed 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.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such capacities
for any action taken or any failure to act, whether or not the
corporation would have the power to indemnify the person under
any provision of law, unless such action or failure to act is
determined by a court to have constituted recklessness or willful
misconduct. Pennsylvania law also permits the adoption of a
bylaw amendment, approved by shareholders, providing for the
elimination of a director's liability for monetary damages for
any action taken or any failure to take any action unless (1) the
director has breached or failed to perform the duties of his
office and (2) the breach of failure to perform constitutes
self-dealing, willful misconduct or recklessness.
Registrant's bylaws provide for (1) indemnification of
directors, officers, employees and agents of the registrant and
its subsidiaries and (2) the elimination of a director's
liability for monetary damages, to the fullest extent permitted
by Pennsylvania law.
Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Incorporation of Old Guard Group,
Inc., incorporated herein by reference to
Exhibit 3.1 of the Registration Statement No.
333-12779 on Form S-1 of the Registrant.
4.2 Bylaws of Old Guard Group, Inc. incorporated
herein by reference to Exhibit 3.2 of the
Registration Statement No. 333-12779 on Form S-1
of the Registrant.
4.3 Old Guard Group, Inc. 1996 Stock Compensation
Program incorporated herein by reference to
Exhibit 10.2 of the Registration Statement
No. 333-12779 on Form S-1 of the Registrant.
5. Opinion of Stevens & Lee.
23.1 Consent of Coopers & Lybrand LLP, independent
auditors.
23.2 Consent of Stevens & Lee. (Contained in Exhibit 5
of this Registration Statement.)
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 to include any additional or changed
material information with respect to the plan of distribution.
(2) That, for the purpose of determining liability
under the Securities Act of 1933, to treat each post-effective
amendment as a new registration statement of the securities
offered, and the offering of such securities at that time to be
the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from
registration any of the securities being registered which remain
unsold at the termination of the offering.
Provided, however, that subparagraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information
required to be included in a post-effective amendment by those
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 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
that remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
the purpose 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 a plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in this 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) The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 if under the Securities Act of 1934;
and, where interim financial information required to be presented
by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) 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.
<PAGE>
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 Lancaster, Commonwealth of
Pennsylvania, on February 10, 1998.
OLD GUARD GROUP, INC.
By /s/ David E. Hosler
David E. Hosler, Chairman,
President and Chief Executive
Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated and on the dates indicated.
Signature Title Date
/s/ James W. Appel Director February 10, 1998
James W. Appel
/s/ John E. Barry Director February 10, 1998
John E. Barry
/s/ Luther R. Campbell, Jr. Director February 10, 1998
Luther R. Campbell, Jr.
/s/ M. Scott Clemens Director February 10, 1998
M. Scott Clemens
/s/ David E. Hosler Director and February 10, 1998
David E. Hosler Chairman of the Board,
President and Chief
Executive Officer
(Principal Executive
Officer)
/s/ Richard B. Neiley, Jr. Director February 10, 1998
Richard B. Neiley, Jr.
/s/ G. Arthur Weaver Director February 10, 1998
G. Arthur Weaver
/s/ Robert L. Wechter Director February 10, 1998
Robert L. Wechter
/s/ Mark J. Keyser Chief Financial February 10, 1998
Mark J. Keyser Officer and Treasurer
(Principal) Financial
Officer
<PAGE>
EXHIBIT INDEX
4.1 Articles of Incorporation of Old Guard Group,
Inc., incorporated herein by reference to
Exhibit 3.1 of the Registration Statement No.
333-12779 on Form S-1 of the Registrant.
4.2 Bylaws of Old Guard Group, Inc. incorporated
herein by reference to Exhibit 3.2 of the
Registration Statement No. 333-12779 on Form S-1
of the Registrant.
4.3 Old Guard Group, Inc. 1996 Stock Option Plan
incorporated herein by reference to Exhibit 10.2
of the Registration Statement No. 333-12779 on
Form S-1 of the Registrant.
5. Opinion of Stevens & Lee.
23.1 Consent of Coopers & Lybrand LLP, independent
auditors.
23.2 Consent of Stevens & Lee. (Contained in Exhibit 5
of this Registration Statement.)
Exhibit 5.1
February 10, 1998
Old Guard Group, Inc.
2929 Lititz Pike
Lancaster, Pennsylvania 17601
Ladies and Gentlemen:
We have acted as counsel to Old Guard Group, Inc., a
Pennsylvania corporation (the "Company"), in connection with the
registration of up to 420,491 shares (the "Shares") of its Common
Stock, no par value (the "Common Stock"), on a registration
statement on Form S-8 (the "Registration Statement") filed
pursuant to the Securities Act of 1933, as amended (the "Act").
The Shares will be issued pursuant to the Old Guard Group, Inc.
Stock Compensation Program (the "Program").
(1) the Pennsylvania Business Corporation of 1988, as
amended;
(2) the Company's Articles of Incorporation;
(3) the Company's Bylaws;
(4) the Program; and
(5) Resolutions adopted by the Company's Board of Directors
on December 20, 1996.
Based on our review of the foregoing, it is our opinion that
the Shares, when issued in accordance with the terms of the
Program, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving such consent,
we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Act or
the rules or regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
STEVENS & LEE
/s/ Stevens & Lee
Exhibit 23.1
COOPERS & LYBRAND L.L.P.
One South Market Square
Harrisburg, PA 17101-9916
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement of Old Guard Group, Inc. on Form S-8 of our report
dated March 5, 1997 on our audits of the combined financial
statements of Old Guard Mutual Insurance Company, Old Guard
Mutual Fire Insurance Company, and Goschenhoppen-Home Mutual
Insurance Company and subsidiary (the Group) as of December 31,
1996 and 1995, and for the years ended December 31, 1996, 1995
and 1994 appearing in Form 10-K (File No. 000-21611) of Old Guard
Group, Inc. filed with the Securities and Exchange Commission on
March 31, 1997.
/s/ COOPERS & LYBRAND LLP
One South Market Square
Harrisburg, Pennsylvania
February 11, 1998
