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Section 1: S-8 (FORM S-8)

Form S-8

As filed with the Securities and Exchange Commission on November 1, 2018

Registration No. 333-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Donegal Group Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   23-2424711

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

1195 River Road, Marietta, Pennsylvania   17547
(Address of principal executive offices)   (Zip code)

Donegal Group Inc.

2011 Employee Stock Purchase Plan, As Amended

Kevin G. Burke

President and Chief Executive Officer

Donegal Group Inc.

1195 River Road

Marietta, Pennsylvania 17547

(Name and address of agent for service)

(888) 877-0600

(Telephone number, including area code, of agent for service)

 

 

Copies to:

John W. Kauffman, Esq.

Duane Morris LLP

30 South 17th Street

Philadelphia, PA 19103

(215) 979-1227

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of securities
to be registered
 

Amount

to be

registered (1)

 

Proposed

maximum

offering price

per share (2)

 

Proposed

maximum

aggregate

offering price (2)

 

Amount of

registration fee

Class A common stock, $0.01 par value

  200,000 shares   $13.495   $2,699,000   $327.12

 

 

(1)

These shares include an additional 200,000 shares of Class A common stock under the Donegal Group Inc. 2011 Employee Stock Purchase Plan, as amended, pursuant to General Instruction E to Form S-8. This registration statement shall also cover any additional shares of Donegal Group Inc. Class A common stock that become issuable under such plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of Donegal Group Inc. Class A common stock.

(2)

Pursuant to Rule 457(h), we calculated the maximum aggregate offering price based upon the average of the high and low prices of Donegal Group Inc. Class A common stock on October 29, 2018, which is a date within five business days prior to the filing of this registration statement, as reported on the NASDAQ Global Select Market.

 

 

 


Statement of Incorporation by Reference

This registration statement on Form S-8 is being filed to register the offer and sale of an additional 200,000 shares of Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”), of Donegal Group Inc. (the “Registrant”) to be issued under the 2011 Employee Stock Purchase Plan, as amended. Pursuant to General Instruction E to Form S-8, except for Item 8 “Exhibits,” this registration statement incorporates by reference the contents of the registration statement on Form S-8, File No. 333-174612, filed by the Registrant on May 31, 2011 relating to the Registrant’s 2011 Employee Stock Purchase Plan.

 

Item 8.

Exhibits.

 

Exhibit No.

  

Description of Exhibit

 5.1    Opinion of Duane Morris LLP (filed herewith)
23.1    Consent of KPMG LLP, Independent Registered Public Accounting Firm (filed herewith).
23.2    Consent of BDO USA, LLP, Independent Registered Public Accounting Firm (filed herewith).
23.3    Consent of Duane Morris LLP (included in Exhibit 5.1)


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 Marietta, Pennsylvania, on November 1, 2018.

 

DONEGAL GROUP INC.
By:  

/s/ Kevin G. Burke

 

Kevin G. Burke

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.

 

Signature

    

Title

 

Date

/s/ Kevin G. Burke

     President and Chief Executive Officer   November 1, 2018
Kevin G. Burke      (principal executive officer)  

/s/ Jeffrey D. Miller

     Executive Vice President and Chief Financial Officer   November 1, 2018
Jeffrey D. Miller      (principal financial and accounting officer)  

/s/ Scott A. Berlucchi

     Director   November 1, 2018
Scott A. Berlucchi       

/s/ Dennis J. Bixenman

     Director   November 1, 2018
Dennis J. Bixenman       


Signature

    

Title

  

Date

/s/ Robert S. Bolinger

     Director    November 1, 2018
Robert S. Bolinger        

/s/ Patricia A. Gilmartin

     Director    November 1, 2018
Patricia A. Gilmartin        

/s/ Jack L. Hess

     Director    November 1, 2018
Jack L. Hess        

/s/ Barry C. Huber

     Director    November 1, 2018
Barry C. Huber        

/s/ Kevin M. Kraft, Sr.

     Director    November 1, 2018
Kevin M. Kraft, Sr.        

/s/ Jon M. Mahan

     Director    November 1, 2018
Jon M. Mahan        

/s/ S. Trezevant Moore, Jr.

     Director    November 1, 2018
S. Trezevant Moore, Jr.        

/s/ Richard D. Wampler, II

     Director    November 1, 2018
Richard D. Wampler, II        
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Section 2: EX-5.1 (EX-5.1)

EX-5.1

NEW YORK

LONDON

SINGAPORE

PHILADELPHIA

CHICAGO

WASHINGTON, DC

SAN FRANCISCO

SILICON VALLEY

SAN DIEGO

LOS ANGELES

TAIWAN

BOSTON

HOUSTON

AUSTIN

HANOI

HO CHI MINH CITY

  

LOGO

 

FIRM and AFFILIATE OFFICES

 

www.duanemorris.com

  

SHANGHAI

ATLANTA

BALTIMORE

WILMINGTON

MIAMI

BOCA RATON

PITTSBURGH

NEWARK

LAS VEGAS

CHERRY HILL

LAKE TAHOE

MYANMAR

OMAN

A GCC REPRESENTATIVE OFFICE

OF DUANE MORRIS

 

ALLIANCES IN MEXICO

AND SRI LANKA

EXHIBIT 5.1

November 1, 2018

Board of Directors

Donegal Group Inc.

1195 River Road

Marietta, Pennsylvania 17547

 

  Re:

Donegal Group Inc. (the “Company”)

Registration Statement on Form S-8

200,000 Shares of Class A Common Stock      

Ladies and Gentlemen:

We have acted as counsel to the Company in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a registration statement on Form S-8 (the “Registration Statement”) relating to the offer and sale by the Company of up to 200,000 shares (the “Shares”) of Class A common stock, $0.01 par value, of the Company that the Company may issue under its 2011 Employee Stock Purchase Plan, as amended (the “Plan”).

As counsel to the Company, we have supervised all corporate proceedings in connection with the preparation and filing of the Registration Statement. We have also examined the Company’s certificate of incorporation and by-laws, as amended to date, its corporate minutes and other proceedings and its records relating to the authorization, sale and issuance of the Shares and the adoption of the amendment to the Plan, and such other documents and matters of law as we have deemed necessary or appropriate in order to render this opinion.

Based upon the foregoing, it is our opinion that each of the Shares, when issued in accordance with the terms and conditions of the Plan under which the Shares may be issued, the Shares will be legally issued, fully paid and nonassessable.


The foregoing opinion is limited to the laws of the State of Delaware, and we do not express any opinion herein concerning any other law. We hereby consent to the use of our name under Item 5 “Interests of Named Experts and Counsel” of the Registration Statement.

Sincerely,

/s/ Duane Morris LLP

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Section 3: EX-23.1 (EX-23.1)

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Donegal Group Inc.:

We consent to the use of our reports dated March 9, 2018, with respect to the consolidated balance sheets of Donegal Group Inc. and subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes and financial statement Schedule III – Supplementary Insurance Information (collectively, the “consolidated financial statements”), and the effectiveness of internal control over financial reporting as of December 31, 2017, incorporated herein by reference.

/s/ KPMG LLP

Philadelphia, Pennsylvania

November 1, 2018

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Section 4: EX-23.2 (EX-23.2)

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

Donegal Group Inc.,

Marietta, Pennsylvania

We hereby consent to the incorporation by reference in this Registration Statement of our report dated March 7, 2018, relating to the consolidated financial statements of Donegal Financial Services Corporation and subsidiary appearing as a schedule in the Annual Report on Form 10-K of Donegal Group Inc. for the year ended December 31, 2017.

/s/ BDO USA, LLP

Harrisburg, Pennsylvania

November 1, 2018

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