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As filed with the Securities and Exchange Commission on July 18, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
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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, NEW JERSEY 07890
(Address of Principal Executive Offices) (Zip Code)
SELECTIVE INSURANCE GROUP, INC.
STOCK OPTION PLAN FOR DIRECTORS
(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:
STEWART E. LAVEY, ESQ.
DRINKER BIDDLE & SHANLEY LLP
500 CAMPUS DRIVE
FLORHAM PARK, NJ 07932-1047
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price (1) registration fee
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Common Stock, $2.00 par value 450,000 $18.625 $8,381,250 $2,212.65
(including Common Stock purchase Shares
rights) (2)
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(1) Calculated pursuant to Rule 457(c) and 457(h) based upon a price of
$18.625 per share, which was the average of the high and low prices
reported on the Nasdaq National Market on July 14, 2000.
(2) Prior to the occurrence of certain events, purchase rights for units of
Series A Junior Preferred Stock will not be evidenced separately from the
Common Stock.
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EXPLANATORY NOTE
This Registration Statement has been prepared in accordance
with the requirements of Form S-8 to register an additional 450,000 shares of
the Registrant's common stock, $2.00 par value ("Common Stock"), issuable
pursuant to the Registrant's Stock Option Plan for Directors (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Securities Act of 1933
(the "Securities Act"), the documents relating to the Plan and containing the
information specified in this Part I 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 Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by the
Registrant with the Securities and Exchange Commission (the "Commission"), are
hereby incorporated by reference:
(i) the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999, together with
amendments thereto on Form 10K/A;
(ii) the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2000; and
(iii) the descriptions of the Registrant's Common Stock,
and purchase rights for units of Series A Junior
Preferred Stock associated with Common Stock set
forth in the Registrant's Registration Statements on
Form 8-A filed with the Commission pursuant to
Section 12 of the Securities and Exchange Act of 1934
(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 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the filing of a post-effective amendment 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 herein and to
be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated
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by reference herein shall be deemed modified or superseded for purposes hereof
to the extent that a statement contained herein or in any other subsequently
filed document which is also 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.
The Registrant 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 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, 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 granted to a
New Jersey corporation may be exercised by such corporation notwithstanding the
absence of any provision in
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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 and insurance.
Section (a) of Article NINTH of the Registrant's Restated
Certificate of Incorporation, as amended, and Section 14 of the Registrant's
By-Laws, as amended, provide generally that a director shall not be personally
liable to the Registrant or its stockholders for damages from breach of any duty
owed to the registrant 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 Registrant shall not be
personally liable to the Registrant or its stockholders for damages or breach of
any duty owed to the Registrant 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 Registrant's Restated
Certificate of Incorporation, as amended, and Section 14 of the Registrant's
By-Laws, as amended, 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 Registrant or any constituent corporation absorbed by the
Registrant 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
person, shall be indemnified and held harmless by the Registrant 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 Registrant to provide broader
indemnification rights than the Act permitted prior to such amendment). Such
provisions of the Restated Certification of Incorporation, as amended, and
By-Laws, as amended, of the Registrant provide, under certain circumstances, for
a right to be paid by the Registrant the expenses incurred in any proceeding in
advance of the final disposition of such proceeding as authorized by the board
of directors. Further, the Registrant is authorized to purchase and maintain
insurance on behalf of any director, officer, employee or agent of the
Registrant 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 Registrant would have the power
to indemnify such person.
The directors and officers of the Registrant are insured by
policies purchased by the Registrant against liability and expenses incurred in
their capacity as directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
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4.1 Restated Certificate of Incorporation of Selective
Insurance Group, Inc., as amended, (incorporated
herein by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997, file no. 0-8641).
4.2 By-Laws of Selective Insurance Group, Inc., as
amended through November 2, 1999 (incorporated herein
by reference to Exhibit 3.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999, file no. 0-8641).
4.3 Form of Indenture dated December 29, 1982, between
Selective Insurance Group, Inc. and Midlantic
National Bank, as Trustee, relating to the
Registrant's 8-3/4% Subordinated Convertible
Debentures due 2008 (incorporated herein by reference
to Exhibit 4.3 to the Registrant's Registration
Statement on Form S-3, file no. 2-80881).
4.4 Selective Insurance Group, Inc. Stock Option Plan for
Directors, as amended (incorporated herein by
reference to Exhibit B to the Registrant's definitive
Proxy Statement for its 2000 Annual Meeting of
Stockholders filed with the Securities and Exchange
Commission on March 31, 2000).
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.
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* 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)
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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% 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 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 purposes 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 the
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 a new registration statement relating to
the securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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.
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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 Borough of Branchville, State of New Jersey on the 17th
day of July, 2000.
SELECTIVE INSURANCE GROUP, INC.
By:/s/Gregory E. Murphy
-----------------------
Gregory E. Murphy,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 17th day of July, 2000.
SIGNATURE CAPACITY IN WHICH SIGNED
/s/Gregory E. Murphy President and Chief
----------------------- Executive Officer and Director
Gregory E. Murphy (principal executive officer)
/s/Dale A. Thatcher Senior Vice President of Finance
----------------------- and Chief Financial Officer
Dale A. Thatcher (principal accounting and
financial officer)
Paul D. Bauer* Director
-----------------------
Paul D. Bauer
A. David Brown* Director
-----------------------
A. David Brown
William A. Dolan, II* Director
-----------------------
William A. Dolan, II
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William C. Gray, D.V.M.* Director
-------------------------
William C. Gray, D.V.M.
C. Edward Herder* Director
-------------------------
C. Edward Herder
William M. Kearns, Jr.*
------------------------- Director
William M. Kearns, Jr.
S. Griffin McClellan III* Director
-------------------------
S. Griffin McClellan III
William M. Rue* Director
-------------------------
William M. Rue
Thomas D. Sayles, Jr.* Director
-------------------------
Thomas D. Sayles, Jr.
Joan Lamm-Tennant, Ph.D.* Director
-------------------------
Joan Lamm-Tennant, Ph.D.
J. Brian Thebault* Director
-------------------------
J. Brian Thebault
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*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 July
17, 2000 pursuant to a power of attorney filed herewith.
By:/s/Gregory E. Murphy
----------------------
Gregory E. Murphy,
Attorney-in-Fact
Dated: July 17, 2000
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EXHIBIT INDEX
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EXHIBIT
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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
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