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As filed with the Securities and Exchange Commission on October 28, 1997
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REGISTRATION STATEMENT NO.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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MEADOWBROOK INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Michigan 38-2626206
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
26600 Telegraph Rd., Suite 300
Southfield, Michigan 48034
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
MEADOWBROOK INSURANCE GROUP, INC. 401(K) PROFIT SHARING PLAN
(Full title of the plan)
MICHAEL G. COSTELLO, ESQ.
Vice President and General Counsel
Meadowbrook Insurance Group, Inc.
26600 Telegraph Rd., Suite 300
Southfield, Michigan 48034
(Name and address of agent for service)
(248) 358-1100
(Telephone number, including area code, of agent for service)
Copies to:
BARBARA A. BLUFORD, ESQ.
Bodman, Longley & Dahling LLP
100 Renaissance Center, 34th Floor
Detroit, Michigan 48243
(313) 259-7777
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share (1) offering price registration
<S> <C> <C> <C> <C> fee
Common Stock, par value $.01 500,000 $24.50 $12,250,000 $3,713
</TABLE>
Interests in Meadowbrook Insurance
Group 401(k) Profit Sharing Plan (2)
(1) Estimated pursuant to Rule 457(c) of the Securities Act of 1933 solely
for the purpose of determining the registration fee.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein. In
accordance with Rule 457(h)(2), no separate fee is required with respect to
said plan interests.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act") with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) Meadowbrook Insurance Group, Inc.'s (the "Company's") and the
Meadowbrook Insurance Group, Inc. 401(k) Profit Sharing Plan (the "Plan's")
latest annual reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act or, in the case of the Company, either (1) the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933 that contains audited
financial statements for the Company's latest fiscal year for which such
statements have been filed, or (2) the Company's effective registration
statement on Form 10 filed under the Exchange Act containing audited financial
statements for the Company's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Company
documents referred to in (a) above.
(c) The description of the Company's common stock, $.01 par value
("Common Stock") contained in a registration statement filed under Section 12
of the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All reports and other 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 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock being registered will be passed upon
by Bodman, Longley & Dahling LLP, Detroit, Michigan. As of September 24, 1997,
2,200 shares of the Company's Common Stock were beneficially owned by
attorneys in the firm of Bodman, Longley & Dahling LLP.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Michigan Business Corporation Act provides that, under certain
circumstances, directors, officers, employees and agents of a Michigan
corporation may be indemnified against expenses, judgments, fines and amounts
paid in settlement actually and reasonably incurred by them in connection with
settling, or otherwise disposing of, suits or threatened suits to which they
are a party or threatened to be named a party by reason of acting in any of
such capacities if such person acted in a manner such person believed in good
faith to be in, or not opposed to, the best interests of the corporation. The
bylaws of the Company provide for indemnification of officers and directors to
the fullest extent permitted by such Michigan law. The Company's Articles of
Incorporation also limit the potential personal monetary liability of the
members of the Company's Board of Directors to the Company or its stockholders
for certain breaches of their duty of care or other duties as a director. The
Company maintains (i) director and officer liability insurance that provides
for indemnification of the directors and officers of the Company and of its
subsidiaries, and (ii) company reimbursement insurance that provides for
indemnification of the Company and its subsidiaries in those instances where
the Company and/or its subsidiaries indemnified its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Bodman, Longley & Dahling LLP
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Bodman, Longley & Dahling LLP (included in the Opinion
filed as Exhibit 5.1 hereto).
24.1 Power of Attorney, as set forth on the signature page hereof.
The Company will submit the Plan to the Internal Revenue Service
("IRS") for a determination that the Plan is qualified under Section 401(a) of
the Internal Revenue Code, and hereby undertakes that it will submit any
amendment thereto to the IRS in a timely manner and has made or will make all
changes required by the IRS in order to qualify the Plan.
ITEM 9. UNDERTAKINGS.
The Company 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)
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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; (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 (1)(i) and (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 Company pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the 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 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.
The Company 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 under the Securities Exchange Act of 1934; and where
interim financial information required to be presented by Article 3 of
Regulation S-X is 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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
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Company 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 City of Southfield, State of Michigan, on this 28th day
of October, 1997.
MEADOWBROOK INSURANCE GROUP, INC.
By: /s/ Robert S. Cubbin
--------------------------------------------
Its: Executive Vice President, Secretary and
Director
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
* Chairman, Chief Executive Officer October 28, 1997
---------------------------------- and Director (Principal Executive
Merton J. Segal Officer)
* Vice Chairman and Director October 28, 1997
----------------------------------
Warren D. Gardner
* Executive Vice President, Chief October 28, 1997
---------------------------------- Marketing Officer and Director
James R. Parry
/s/ Robert S. Cubbin Executive Vice President, October 28, 1997
--------------------------------- Secretary and Director
Robert S. Cubbin
* Executive Vice President, October 28, 1997
---------------------------------- Treasurer (Principal Financial
Joseph C. Henry and Accounting Officer) and
Director
* Director October 28, 1997
----------------------------------
David J. Campbell
*
</TABLE>
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<TABLE>
<S> <C> <C>
* Director October 28, 1997
----------------------------------
Hugh W. Greenberg
* Director October 28, 1997
----------------------------------
E. J. Leverett, Jr.
* Director October 28, 1997
----------------------------------
Irvin F. Swider
* Director October 28, 1997
----------------------------------
Bruce E. Thal
* Director October 28, 1997
----------------------------------
Herbert Tyner
</TABLE>
*By his signature below, Robert S. Cubbin, pursuant to duly executed powers of
attorney filed with the Securities and Exchange Commission, has signed this
Registration Statement on Form S-8 on October 28, 1997 on behalf of the
above-listed persons designated by asterisks, in the capacities set forth
opposite their respective names.
/s/ Robert S. Cubbin
-----------------------------------
Robert S. Cubbin
Attorney-in-Fact
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Pursuant to the requirements of the Securities Act of 1933, the
undersigned, as Plan Administrator of the Meadowbrook Insurance Group, Inc.
401(k) Profit Sharing Plan, has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Southfield, State of Michigan, on this 28th day of October, 1997.
MEADOWBROOK INSURANCE GROUP, INC.
401(K) PROFIT SHARING PLAN
By: MEADOWBROOK INSURANCE GROUP,
INC., as Plan Administrator
By: /s/ Robert S. Cubbin
---------------------------------------
Its: Executive Vice President,
Secretary and Director
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officers and directors of
Meadowbrook Insurance Group, Inc., a Michigan corporation, do hereby constitute
and appoint Joseph C. Henry and Robert S. Cubbin, and each of them, the lawful
attorneys and agents or attorney and agent, with power and authority to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933 as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the names
of the undersigned officers and directors in the capacities indicated below to
this Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereto, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents or
any of them shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated opposite his name.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Merton J. Segal Chairman, Chief Executive Officer October 3, 1997
-------------------------------- and Director (Principal Executive
Merton J. Segal Officer)
/s/ Warren D. Gardner Vice Chairman and Director October 3, 1997
----------------------------------
Warren D. Gardner
/s/ James R. Parry Executive Vice President, Chief October 3, 1997
---------------------------------- Marketing Officer and Director
James R. Parry
/s/ Robert S. Cubbin Executive Vice President, October 3, 1997
---------------------------------- Secretary and Director
Robert S. Cubbin
/s/ Joseph C. Henry Executive Vice President, October 3, 1997
---------------------------------- Treasurer (Principal Financial
Joseph C. Henry and Accounting Officer) and
Director
/s/ David J. Campbell Director October 3, 1997
----------------------------------
David J. Campbell
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Hugh W. Greenberg Director October 3, 1997
---------------------------------
Hugh W. Greenberg
/s/ E. J. Leverett, Jr. Director October 3, 1997
----------------------------------
E. J. Leverett, Jr.
/s/ Irvin F. Swider Director October 3, 1997
----------------------------------
Irvin F. Swider
/s/ Bruce E. Thal Director October 3, 1997
----------------------------------
Bruce E. Thal
/s/ Herbert Tyner Director October 3, 1997
----------------------------------
Herbert Tyner
</TABLE>
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EXHIBIT INDEX
NO. EXHIBIT
5.1 Opinion of Bodman, Longley & Dahling LLP
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Bodman, Longley & Dahling LLP (included in the
Opinion filed as Exhibit 5.1 hereto).
24.1 Power of Attorney, as set forth on the signature page hereof.
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Bodman, Longley & Dahling LLP]
October 28, 1997
Meadowbrook Insurance Group, Inc.
26600 Telegraph Road, Suite 300
Southfield, Michigan 48034
Dear Sirs:
You have requested our opinion in connection with a Registration
Statement on Form S-8 to be filed by Meadowbrook Insurance Group, Inc. (the
"Company") with the Securities and Exchange Commission for registration
pursuant to the Securities Act of 1933, as amended, of five hundred thousand
shares of Company Common Stock, par value $.01, to be issued in connection with
the Meadowbrook Insurance Group, Inc. 401(k) Profit Sharing Plan (the "Plan").
As counsel for the Company we are familiar with the Plan, and with the
corporate proceedings relating thereto. Based thereon, it is our opinion that
the five hundred thousand shares of Company Common Stock, par value $.01
registered for purchase under the Plan, upon the issuance and delivery of such
shares in accordance with and pursuant to the terms of the Plan, will be
legally issued, fully paid and non-assessable, provided, in the case of
original issue shares, the Company receives as consideration an amount at least
equal to the par value thereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BODMAN, LONGLEY & DAHLING LLP
/s/ Barbara Bowman Bluford
By: Barbara Bowman Bluford, a partner
<PAGE> 1
EXHIBIT 23.1
[Letterhead of Coopers & Lybrand L.L.P.]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated March 10, 1997, on our audits of the consolidated
financial statements and financial statement schedule of Meadowbrook Insurance
Group, Inc. (the Company) which report was incorporated by reference in the
Company's 1996 Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Detroit, Michigan
October 27, 1997
