forms8pos.htm
As filed with the Securities and Exchange Commission on April 26, 2013
Registration No. 333-45279
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of Registrant as specified in its charter)
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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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717 Mulberry Street
Des Moines, Iowa 50309
(515) 345-2450
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(Address of principal executive office, including zip code)
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1993 Employers Mutual Casualty Company
Incentive Stock Option Plan
Richard W. Hoffmann
EMC Insurance Group Inc.
717 Mulberry Street
Des Moines, Iowa 50309
(515) 345-2450
(Name, address and telephone number, including area code of agent for service)
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
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Smaller Reporting Company
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o
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DEREGISTRATION OF SECURITIES
EMC Insurance Group Inc., an Iowa corporation (the “Company”), is filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, Registration No. 333-45279, filed with the Securities and Exchange Commission on January 30, 1998 (the “1998 Registration Statement”) which, pursuant to Instruction “E” of Form S-8, incorporated by reference certain portions of the Company’s Registration Statement on Form S-8, Registration No. 33-49337 filed with the Securities and Exchange Commission on February 12, 1993 (the “1993 Registration Statement”). The 1993 Registration Statement registered 500,000 shares of the Company's common stock to be issued in connection with the 1993 Employers Mutual Casualty Company Incentive Stock Option Plan (the “Plan”) and the 1998 Registration Statement registered an additional 500,000 shares to be issued in connection with the Plan.
All outstanding options granted under the Plan have now expired and no further options may be granted due to the expiration of the term of the Plan. Consequently, the Company will no longer be issuing shares in connection with the Plan. In accordance with the undertaking made by the Company in the 1998 Registration Statement to remove from registration, by means of a post-effective amendment, any of the shares which remain unsold at the termination of the offering, the Company is filing this Post-Effective Amendment No. 1 to the 1998 Registration Statement pursuant to Rule 478 under the Securities Act of 1933 to hereby remove from registration 105,120 shares that have been registered for issuance pursuant to the 1998 Registration Statement, but which remain unsold as of the date of this Post-Effective Amendment No. 1.
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 Post-Effective Amendment No. 1 to the 1998 Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Des Moines, State of Iowa, on April 26, 2013.
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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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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the 1998 Registration Statement has been signed by the following persons on April 26, 2013 in the capacities indicated.
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/s/ Bruce G. Kelley
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President, Chief Executive Officer, and Director
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(Principal Executive Officer)
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/s/ Mark E. Reese
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Senior Vice President and Chief Financial Officer
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(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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*By Power of Attorney
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