As filed with the Securities and Exchange Commission on June 1, 2007

Registration No. 333-__________

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

 

 

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

(1)              This Registration Statement covers an indeterminate amount of additional securities which may be issued under the 2007 Employers Mutual Casualty Company Stock Incentive Plan (the “Plan”) pursuant to the share adjustment provisions of the Plan.

 

(2)               Estimated solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(c) and (h), under the Securities Act based on the average of the high and low sales prices of the Registrant’s Common Stock as reported on the NASDAQ Global Select Market System on May 25, 2007.

 

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PART I

 

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

 

 

The document(s) containing the information required in Part I of this Registration Statement will be delivered to participants in the 2007 Employers Mutual Casualty Company Stock Incentive Plan (the “Plan”) as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

 

The following documents filed by EMC Insurance Group Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act, as applicable, are incorporated herein by reference:

 

(a)               The Registrant’s Annual Report on Form 10-K (as amended on Form 10-K/A) for the fiscal year ended December 31, 2006, filed pursuant to Section 13 of the Exchange Act;

 

(b)               The Registrant’s Quarterly Report on Form 10-Q for the three-month period ended March 31, 2007, filed pursuant to Section 13(a) or 15(d) of the Exchange Act;

 

(c)               The Registrant’s Current Reports on Form 8-K filed on February 2, 2007, March 15, 2007 (two reports), April 6, 2007, and May 29, 2007, filed pursuant to the Exchange Act; and

 

(d)               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.

 

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.

 

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 incorporated or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

 

Not applicable.

 

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Item 5.              Interests of Named Experts and Counsel.

 

Not applicable.

 

 

The Iowa Business Corporation Act makes provision for the indemnification of directors and officers in terms sufficiently broad to indemnify such persons from liability (including reimbursements for expenses incurred) arising under the Securities Act. Under the Registrant’s Restated Articles of Incorporation, directors and officers of the Registrant are subject to mandatory indemnification for liability (as such term is defined in Section 850(5) of the Iowa Business Corporation Act), except to the extent such liability arises in connection with: (i) receipt of a financial benefit by a director or officer to which the director of officer is not entitled; (ii) an intentional infliction of harm on the Registrant or its shareholders; (iii) a violation of Section 833 of the Iowa Business Corporation Act (an impermissible distribution by the Registrant), or (iv) an intentional violation of the criminal law. The By-Laws of the Registrant provide for indemnification of officers, directors, employees, or agents as permitted under the Iowa Business Corporation Act or as otherwise permitted by law.

 

The Plan provides for indemnification to the full extent permitted by law of any person in connection with any proceeding, suit or action brought by reason of any action taken or not taken under the Plan while such person was a member of the Board of Directors of Employers Mutual Casualty Company or the Registrant.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

 

Not applicable.

 

 

The exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index.

 

 

 

 

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therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 

 

 

4

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, 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 June 1, 2007.

 

 

 

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.                   

 

 

 

 

 

 

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EXHIBIT INDEX

 

 

 

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