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.
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(Exact name of issuer as specified in its charter)
Iowa 42-6234555
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
717 Mulberry Street, Des Moines, Iowa 50309
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(Address of principal executive office and Zip Code)
2003 Employers Mutual Casualty Company
Incentive Stock Option Plan
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(Full title of the plan)
Donald D. Klemme, EMC Insurance Group Inc.
717 Mulberry Street, Des Moines, Iowa 50309
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(Name and address of agent for service)
(515) 280-2626
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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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)
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COMMON STOCK, 1,000,000
$1.00 PAR VALUE shares $17.96 $17,960,000 $2,113.89
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(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
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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
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Bruce G. Kelley
President, Chief Executive Officer
and Director
/s/ Mark E. Reese September 14, 2005
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Mark E. Reese
Senior Vice President - Chief Financial Officer
* September 14, 2005
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George C. Carpenter III, Director
* September 14, 2005
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David J. Fisher, Director
* September 14, 2005
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George W. Kochheiser,
Chairman of the Board of Directors
* September 14, 2005
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Raymond A. Michel, Director
* September 14, 2005
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Fredrick A. Schiek, Director
* September 14, 2005
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Margaret A. Ball, Director
* September 14, 2005
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Joanne L. Stockdale, Director
* By /s/ Mark E. Reese September 14, 2005
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Mark E. Reese
(Attorney-in-Fact)
EXHIBIT INDEX
Exhibit
Number Exhibit
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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