Iowa
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42-6234555
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Title of securities to be registered
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Amount to be
registered(1)
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Proposed maximum
offering price
per share(2)
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Proposed maximum
aggregate offering
price(1)(2)
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Amount of
registration fee
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Common Stock, $1.00 par value
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200,000
shares
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$ | 25.03 | $ | 5,006,000.00 | $ | 682.82 |
Item 1.
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Plan Information.
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Item 2.
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Registrant Information and Employee Plan Annual Information.
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Item 3.
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Incorporation of Documents by Reference.
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(1)
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The Registrant’s Annual Report on Form 10-K for the calendar year ended December 31, 2012, filed on March 12, 2013 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
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(2)
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The Registrant’s Current Reports on Form 8-K filed on January 22, 2013, March 6, 2013 and March 14, 2013 pursuant to Section 13(a) of the Exchange Act.
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(3)
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Amendment No. 2 to the Registrant’s Registration Statement on Form S-1, File No. 333-117406, and related Prospectus, as filed with the Commission on October 12, 2004. Information relating to the Registrant’s common stock is set forth under the caption “Description of Common Stock” in the Registration Statement on Form S-1.
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(4)
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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 this 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. Unless expressly incorporated into this Registration Statement, a Current Report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into 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 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.
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Item 4.
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Description of Securities.
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Item 5.
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Interests of Named Experts and Counsel.
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Item 6.
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Indemnification of Directors and Officers.
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Item 7.
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Exemption from Registration Claimed.
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Item 8.
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Exhibits.
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Item 9.
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Undertakings.
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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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; (ii) to reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that (a)(1)(i) and (a)(1)(ii) above shall 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 Exchange Act that are incorporated by reference in this Registration Statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
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offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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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.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.
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EMC INSURANCE GROUP INC.
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By:
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/s/ Bruce G. Kelley
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Name:
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Bruce G. Kelley
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Title:
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President and Chief Executive Officer
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/S/ Bruce G. Kelley
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President, Chief Executive Officer, and Director
(Principal Executive Officer)
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/S/ Mark E. Reese
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Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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/S/ Mark E. Reese*
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George C. Carpenter III, Director
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/S/ Mark E. Reese*
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Stephen A. Crane, Director
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/S/ Mark E. Reese*
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Jonathan R. Fletcher, Director
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/S/ Mark E. Reese*
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Robert L. Howe, Director
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/S/ Mark E. Reese*
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Gretchen H. Tegeler, Director
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Number
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Description
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4.1
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Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Form 10-Q for the quarterly period ended June 30, 2008).
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4.2
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By-Laws of the Registrant, as amended (incorporated by reference to Exhibit 3.2 filed with the Registrant’s Form 8-K filed on March 6, 2013).
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Opinion of Nyemaster Goode, P.C. with respect to the legality of the shares being issued
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23.1*
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Consent of Nyemaster Goode, P.C. (included within Exhibit 5)
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Consent of Ernst & Young LLP
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Power of Attorney
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2013 Employers Mutual Casualty Company Non-Employee Director Stock Purchase Plan
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