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Ohio
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31-1324304
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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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518 East Broad Street, Columbus, Ohio
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43215-3976
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
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Non-accelerated filer
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Exhibit No.
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Description of Exhibit
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If Incorporated by Reference,
Document with which Exhibit
was Previously Filed with SEC
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4.01
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Amended and Restated Articles of Incorporation of State Auto Financial Corporation.
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Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 3.01 therein)
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4.02
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Amendment to the Amended and Restated Articles of Incorporation of State Auto Financial Corporation.
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1933 Act Registration Statement No. 33-89400 on Form S-8 (see Exhibit 4(b) therein)
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4.03
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Certificate of Amendment to the Amended and Restated Articles of Incorporation (as of June 2, 1998) of State Auto Financial Corporation.
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Form 10-K Annual Report for the year ended December 31, 1998 (see Exhibit 3(A)(3) therein)
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4.04
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Amended and Restated Code of Regulations of State Auto Financial Corporation.
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Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 3.04 therein)
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4.05
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First Amendment to Amended and Restated Code of Regulations of State Auto Financial Corporation.
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Form 10-Q Quarterly Report for the quarter ended September 30, 2010 (see Exhibit 3.05 therein)
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4.06
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Second Amendment to Amended and Restated Code of Regulations of State Auto Financial Corporation.
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Form 10-Q Quarterly Report for the quarter ended June 30, 2016 (see Exhibit 3.01 therein)
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4.07
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2017 Long-Term Incentive Plan of State Auto Financial Corporation
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Proxy Statement for the 2017 Annual Meeting of Shareholders on Schedule 14A filed on March 22, 2017 (see Appendix A therein)
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5.01
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Opinion of Spencer Fane LLP
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Included herein.
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23.01
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Consent of Spencer Fane LLP
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Contained in Exhibit 5.01
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23.02
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Consent of Ernst & Young LLP
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Included herein.
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24.01
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Powers of Attorney for Robert E. Baker, Michael J. Fiorile, Kym M. Hubbard, Eileen A. Mallesch, Thomas E. Markert, David R. Meuse, Setareh Pouraghabagher, and S. Elaine Roberts
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Included herein.
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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:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the 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 the Registration Statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission (the “
Commission
”) 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 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 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 that is incorporated by reference in the 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 provisions described in Item 6 of this Part II, 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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State Auto Financial Corporation
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/s/ Michael E. LaRocco
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Michael E. LaRocco, President and Chief Executive Officer
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Signature
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Title
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/s/ Michael E. LaRocco
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Director, President and Chief Executive Officer (principal executive officer)
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Michael E. LaRocco
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/s/ Steven E. English
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Senior Vice President and Chief Financial Officer (principal financial officer)
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Steven E. English
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/s/ Matthew R. Pollak
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Vice President, Treasurer and Chief Accounting Officer (principal accounting officer)
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Matthew R. Pollak
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Robert E. Baker*
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Director
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Robert E. Baker
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Kym M. Hubbard*
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Director
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Kym M. Hubbard
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Michael J. Fiorile*
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Director
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Michael J. Fiorile
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Eileen A. Mallesch*
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Director
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Eileen A. Mallesch
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David R. Meuse*
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Director
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David R. Meuse
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Setareh Pouraghabagher*
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Director
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Setareh Pouraghabgher
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S. Elaine Roberts*
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Director
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S. Elaine Roberts
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* The undersigned, Steven E. English, by signing his name hereto, does hereby execute this Registration Statement on Form S-8 on February 28, 2018, on behalf of each of the above-named persons pursuant to powers of attorney duly executed by such persons and filed as exhibits to this Form S-8.
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||
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/s/ Steven E. English
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Steven E. English
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Exhibit No.
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Description of Exhibit
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If Incorporated by Reference,
Document with which Exhibit
was Previously Filed with SEC
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4.01
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Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 3.01 therein)
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4.02
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Amendment to the Amended and Restated Articles of Incorporation of State Auto Financial Corporation
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1933 Act Registration Statement No. 33-89400 on Form S-8 (see Exhibit 4(b) therein)
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4.03
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Certificate of Amendment to the Amended and Restated Articles of Incorporation (as of June 2, 1998) of State Auto Financial Corporation
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Form 10-K Annual Report for the year ended December 31, 1998 (see Exhibit 3(A)(3) therein)
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4.04
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Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 3.04 therein)
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4.05
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Form 10-Q Quarterly Report for the period ended September 30, 2010 (see Exhibit 3.05 therein)
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4.06
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Form 10-Q Quarterly Report for the period ended June 30, 2016 (see Exhibit 3.01 therein)
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4.07
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Proxy Statement for the 2017 Annual Meeting of Shareholders on Schedule 14A filed on March 22, 2017 (see Appendix A therein)
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5.01
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Included herein.
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23.01
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Contained in Exhibit 5.01
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23.02
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Included herein.
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24.01
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Included herein.
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Very truly yours,
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/s/ Spencer Fane LLP
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SPENCER FANE LLP
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/s/ Ernst & Young LLP
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Grandview Heights, Ohio
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February 28, 2018
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Signature
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Title
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/s/ Michael E. LaRocco
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Chairman, President and Chief Executive Officer (principal executive officer)
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Michael E. LaRocco
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/s/ Steven E. English
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Senior Vice President and Chief Financial Officer (principal financial officer)
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Steven E. English
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/s/ Matthew R. Pollak
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Vice President, Treasurer and Chief Accounting Officer (principal accounting officer)
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Matthew R. Pollak
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/s/ Robert E. Baker
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Director
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Robert E. Baker
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/s/ Michael J. Fiorile
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Director
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Michael J. Fiorile
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/s/ Kym M. Hubbard
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Director
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Kym M. Hubbard
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/s/ Eileen A. Mallesch
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Director
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Eileen A. Mallesch
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/s/ Thomas E. Markert
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Director
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Thomas E. Markert
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/s/ David R. Meuse
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Director
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David R. Meuse
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/s/ Setareh Pouraghabagher
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Director
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Setareh Pouraghabagher
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/s/ S. Elaine Roberts
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Director
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S. Elaine Roberts
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