AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 2001
REGISTRATION NO. 333-01287
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DONEGAL GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 23-2324711
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1195 River Road
Marietta, Pennsylvania 17547
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(Address of Principal Executive Offices) (Zip Code)
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DONEGAL GROUP INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
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Donald H. Nikolaus
President and Chief Executive Officer
Donegal Group Inc.
1195 River Road
Marietta, PA 17547
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(Name and address of agent for service)
(888) 877-0600
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(Telephone number, including area code,
of agent for service)
Copy to:
Kathleen M. Shay, Esquire
Duane Morris
4200 One Liberty Place
Philadelphia, Pennsylvania 19103-7396
(215) 979-1000
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DEREGISTRATION OF SECURITIES
Pursuant to a Form S-8 Registration Statement (File No. 333-01287)
filed with the SEC on February 28, 1996, Donegal Group Inc. registered 100,000
shares of its previously authorized common stock to be reserved for issuance
under the Donegal Group 1996 Employee Stock Purchase Plan. The number of shares
reserved for issuance under the plan and registered under Registration Statement
No. 333-01287 were increased to 116,464 shares pursuant to Rule 416(a) under the
Securities Act of 1933 by reason of a four-for-three stock split, effected in
the form of a 33 1/3% stock dividend, paid on Donegal Group's common stock in
July 1997 and were increased to 135,027 shares pursuant to Rule 416(a) under the
Securities Act of 1933 by reason of a four-for-three stock split, effected in
the form of a 33 1/3% stock dividend, paid on Donegal Group's common stock in
June 1998. As of April 19, 2001, a total of 112,007 shares of common stock had
been sold under the plan and 50,866 shares of common stock remained available
for issuance under the plan.
Effective as of the close of business on April 19, 2001, Donegal Group,
pursuant to stockholder approval, (i) reclassified its previously authorized
common stock into Class B common stock, (ii) effected a reverse stock split, as
the result of which each three shares of previously authorized common stock were
converted into one share of Class B common stock, (iii) authorized 30,000,000
shares of a new class of common stock with one-tenth of a vote per share
designated as Class A common stock and (iv) declared a dividend of two shares of
Class A common stock to be paid on each share of the Class B common stock
outstanding at the close of business on April 19, 2001.
In connection with the reverse stock split and the stock dividend, the plan
was adjusted so that two-thirds of the shares that remained purchasable under
the plan for the subscription period ending June 30, 2001 were shares of Class A
common stock and one-third of the shares were shares of Class B common stock.
The plan terminated on June 30, 2001. The 16,955 shares of Class B common stock
purchasable under the plan for the subscription period ending June 30, 2001 that
resulted from the reclassification and the reverse split of the previously
authorized common stock are registered under the Securities Act of 1933 pursuant
to Registration Statement No. 333-01287, to which this Post-Effective Amendment
relates. For the subscription period ending June 30, 2001, a total of 3,758
shares of Class B common stock were sold under the plan.
Pursuant to the undertakings included in Item 9 of the Registration
Statement on Form S-8 filed with the SEC on February 28, 1996 and as required by
Item 512 of Regulation S-K of the Securities Act of 1933, Donegal Group hereby
deregisters and removes from registration the 13,197 shares registered under
Registration Statement No. 333-01287 that remain unsold at the termination of
the offering.
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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 Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Marietta, Pennsylvania on August
20, 2001.
DONEGAL GROUP INC.
By:/s/ Donald H. Nikolaus
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Donald H. Nikolaus,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.
Signature Title Date
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/s/ Donald H. Nikolaus President, Chief Executive Officer August 20, 2001
--------------------------------- and a Director
Donald H. Nikolaus (principal executive officer)
/s/ Ralph G. Spontak Senior Vice President, Chief Financial August 20, 2001
------------------------------------ Officer and Secretary
Ralph G. Spontak (principal financial and
accounting officer)
* Director August 20, 2001
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C. Edwin Ireland
* Director August 20, 2001
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Patricia A. Gilmartin
* Director August 20, 2001
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Philip H. Glatfelter, II
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Signature Title Date
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* Director August 20, 2001
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R. Richard Sherbahn
Director August __, 2001
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Thomas J. Finley, Jr.
Director August __, 2001
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Robert S. Bolinger
Director August __, 2001
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John J. Lyons
By: /s/ Ralph G. Spontak
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Ralph G. Spontak, as attorney in fact
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*Signed pursuant to power of attorney
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit Reference
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24 Powers of Attorney *
* Such exhibit is hereby incorporated by reference to the like-described
exhibit in Donegal Group's Form S-8 Registration Statement No.
333-01287, as filed with the SEC on February 28, 1996.
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