-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M5ML2GkyTBsNf2SVllP//elEpLkNSt0B3vxrDKUOQ2G1vYrxEvn4CySUpaPWrXLP xroCnaCogQT5H8JOFt0buw== 0000356130-05-000101.txt : 20050914 0000356130-05-000101.hdr.sgml : 20050914 20050914165449 ACCESSION NUMBER: 0000356130-05-000101 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050914 DATE AS OF CHANGE: 20050914 EFFECTIVENESS DATE: 20050914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMC INSURANCE GROUP INC CENTRAL INDEX KEY: 0000356130 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 426234555 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-128315 FILM NUMBER: 051084863 BUSINESS ADDRESS: STREET 1: 717 MULBERRY ST CITY: DES MOINES STATE: IA ZIP: 50309 BUSINESS PHONE: 5152802902 MAIL ADDRESS: STREET 1: 717 MULBERRY STREET CITY: DES MOINES STATE: IA ZIP: 50309 S-8 1 s8form.txt FORM S-8 As filed with the Securities and Exchange Commission on September 14, 2005 Registration No. 333-____ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES EXCHANGE ACT OF 1933 EMC INSURANCE GROUP INC. ------------------------------------------------ (Exact name of issuer as specified in its charter) Iowa 42-6234555 - ------------------------------- ----------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 717 Mulberry Street, Des Moines, Iowa 50309 -------------------------------------------------- (Address of principal executive office and Zip Code) 2003 Employers Mutual Casualty Company Incentive Stock Option Plan ---------------------------------------- (Full title of the plan) Donald D. Klemme, EMC Insurance Group Inc. 717 Mulberry Street, Des Moines, Iowa 50309 ------------------------------------------- (Name and address of agent for service) (515) 280-2626 ----------------------------------------------------------- (Telephone number, including area code, of agent for service) - ------------------------------------------------------------------------------ CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------ Proposed Proposed Maximum Maximum Amount to Offering Aggregate Amount Of Title Of Securities Be Price Offering Registration To Be Registered Registered (1) Per Share (2) Price (1)(2) Fee (3) - ------------------------------------------------------------------------------ COMMON STOCK, 1,000,000 $1.00 PAR VALUE shares $17.96 $17,960,000 $2,113.89 - ------------------------------------------------------------------------------ (1) Amount represents the number of shares issuable pursuant to the above- referenced Plan, which is in addition to the 500,000 shares registered on Registration Statement No. 333-103722. In addition, this Registration Statement covers an indeterminate amount of additional securities which may be issued under the above-referenced Plan pursuant to the share adjustment provisions of such Plan. (2) Estimated in accordance with Rules 457(c) and (h)(1), the proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based upon the average of the high and low sales prices of the Registrant's Common Stock on the NASDAQ National Market System on September 13, 2005. (3) On March 11, 2003, registration fees of $799.02 were paid with respect to the 500,000 shares of Common Stock registered pursuant to Registration Statement No. 333-103722. Additional fees of $2,113.89 with respect to the additional 1,000,000 shares of Common Stock registered pursuant to this Registration Statement are being paid on the date hereof pursuant to Instruction E of Form S-8. Registration of Additional Securities This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering 1,000,000 additional shares of EMC Insurance Group Inc. (the "Registrant") common stock, par value $1.00 per share, authorized to be issued upon exercise of stock options that may be granted under the 2003 Employers Mutual Casualty Company Incentive Stock Option Plan. The contents of the Registrant's Registration Statement on Form S-8, except for Items 3 and 8, with respect to the 2003 Employers Mutual Casualty Company Incentive Stock Option Plan, Registration No. 333-103722, as filed with the Securities and Exchange Commission on March 11, 2003, are hereby incorporated by reference pursuant to Instruction E of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. Incorporation of Documents by Reference. The following documents, filed by the Registrant with the Commission, are incorporated herein by reference: (1) The Registrant's Annual Report on Form 10-K for the calendar year ended December 31, 2004, filed pursuant to Section 13 of the Exchange Act. (2) The Registrant's Quarterly Report on Form 10-Q for the three month period ended March 31, 2005, filed pursuant to Section 13 of the Exchange Act. (3) The Registrant's Quarterly Report on Form 10-Q for the three and six month periods ended June 30, 2005, filed pursuant to Section 13 of the Exchange Act. (4) The description of the Registrant's Common Stock contained in its Registration Statement on Form 8-A under Section 12 of the Exchange Act, including any amendments or reports filed for the purpose of updating such description. (5) Registrant's Current Reports on Form 8-K filed on January 18, 2005, February 1, 2005, March 2, 2005, March 10, 2005 and May 27, 2005. (6) All reports and other documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof, and prior to the filing of a post-effective amendment to the Registration Statement 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 the filing of such reports and documents other than information in the documents that is not deemed to be filed with the Commission. Unless specifically stated to the contrary, none of the information that the Registrant discloses under Items 2.02 or 7.01 of any current report on Form 8-K that the Registrant may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that such a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such document. ITEM 8. EXHIBITS. The exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index. 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 Des Moines, State of Iowa, on September 14, 2005. EMC INSURANCE GROUP INC. /s/ Bruce G. Kelley ---------------------- Bruce G. Kelley President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Bruce G. Kelley September 14, 2005 - ----------------------- Bruce G. Kelley President, Chief Executive Officer and Director /s/ Mark E. Reese September 14, 2005 - ----------------------- Mark E. Reese Senior Vice President - Chief Financial Officer * September 14, 2005 - ------------------------------------- George C. Carpenter III, Director * September 14, 2005 - ------------------------------------- David J. Fisher, Director * September 14, 2005 - ------------------------------------- George W. Kochheiser, Chairman of the Board of Directors * September 14, 2005 - ------------------------------------- Raymond A. Michel, Director * September 14, 2005 - ------------------------------------- Fredrick A. Schiek, Director * September 14, 2005 - ------------------------------------- Margaret A. Ball, Director * September 14, 2005 - ------------------------------------- Joanne L. Stockdale, Director * By /s/ Mark E. Reese September 14, 2005 --------------------------- Mark E. Reese (Attorney-in-Fact) EXHIBIT INDEX Exhibit Number Exhibit - ------ ------------------------------------------------------------------ 5 Opinion of Nyemaster, Goode, West, Hansell & O'Brien, P.C. with respect to the legality of securities 23 Consents of experts and counsel: 23.1 Consent of Nyemaster, Goode, West, Hansell & O'Brien, P.C. (contained in Exhibit 5) 23.2 Consent of Independent Registered Public Accounting Firm 24 Power of Attorney EX-5 2 exhibit5.txt OPINION AND CONSENT Exhibit 5 and 23.1 ------------------ September 13, 2005 EMC Insurance Group Inc. 717 Mulberry Street Des Moines, IA 50309 Re: 2003 Employers Mutual Casualty Company Incentive Stock Option Plan (the "Plan") Ladies and Gentlemen: We have acted as counsel with respect to the Registration Statement on Form S-8 (the "Registration Statement") being filed by EMC Insurance Group Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of 1,000,000 additional shares of Common Stock, $1.00 par value, of the Company (the "Shares") which have been reserved for issuance upon the exercise of options issuable to eligible employees of Employers Mutual Casualty Company pursuant to the Plan. In rendering our opinion, we have examined and relied upon a copy of the Plan and the Registration Statement relating to the Plan. We have also examined such records, documents and questions of law as we have considered relevant and necessary as a basis for this opinion. As to matters of fact material to our opinion, we have with your agreement relied upon certificates of officers of the Company. We have assumed with your agreement the authenticity of all documents submitted to us as originals, the conformity with the original documents of any copies submitted to us for our examination and the authenticity of the original of any such copies. Based on the foregoing, and subject to the foregoing qualifications and limitations, it is our opinion that the Shares will be legally issued, fully paid and non-assessable when: (i) the Registration Statement shall have become effective under the Securities Act; and (ii) the Shares shall have been duly issued and sold in the manner contemplated by the Plan, including the receipt of the agreed consideration therefore in accordance with the terms of the Plan. We are admitted to the Bar of the State of Iowa, and express no opinion herein as to the laws of any other jurisdiction, including the laws of the United States of America. Except as expressly set forth herein, we express no opinion, and no opinion is implied or may be inferred, in connection with the Registration Statement, the Plan or the issuance of the Shares. Without limiting the generality of the foregoing, we express no opinion with respect to the securities or blue sky laws of the State of Iowa or any other jurisdiction. The undersigned law firm also hereby consents to the filing of this opinion as an Exhibit to the Registration Statement and to the use of its name in the Registration Statement. Very truly yours, Nyemaster, Goode, West, Hansell & O'Brien, P.C. By: /s/ Mark C. Dickinson ------------------------- Mark C. Dickinson EX-23 3 exhibit232.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCTG. FIRM Exhibit 23.2 ------------ CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2003 Employers Mutual Casualty Company Incentive Stock Option Plan for the registration of 1,000,000 additional shares of common stock of EMC Insurance Group Inc. of our reports dated March 11, 2005, with respect to the consolidated financial statements and schedules of EMC Insurance Group Inc. and Subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2004, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Des Moines, Iowa September 13, 2005 EX-24 4 exhibit24.txt POWER OF ATTORNEY Exhibit 24 ---------- POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints, jointly and severally, Bruce G. Kelley and Mark E. Reese, or either of them (with full power to each of them to act alone), as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for the undersigned and on his or her behalf to sign, execute and file this S-8 Registration Statement and any or all amendments (including, without limitation, post-effective amendments) to this S-8 Registration Statement, and to file the same, with all exhibits thereto and all documents required to be filed with respect therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done. In WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 31st day of August, 2005. /s/ Margaret A. Ball /s/ George C. Carpenter III ---------------------------------- --------------------------------- Margaret A. Ball, Director George C. Carpenter III, Director /s/ David J. Fisher /s/ Bruce G. Kelley ---------------------------------- --------------------------------- David J. Fisher, Director Bruce G. Kelley, President, CEO and Director /s/ George W. Kochheiser /s/ Raymond A. Michel ---------------------------------- --------------------------------- George W. Kochheiser, Raymond A. Michel, Director Chairman of the Board of Directors /s/ Fredrick A. Schiek /s/ Joanne L. Stockdale ---------------------------------- --------------------------------- Fredrick A. Schiek, Director Joanne L. Stockdale, Director August 31, 2005 -----END PRIVACY-ENHANCED MESSAGE-----