As filed with the Securities and Exchange Commission on February 28, 2018
Registration No. 333-


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
 
STATE AUTO FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
 
Ohio
 
31-1324304
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
518 East Broad Street, Columbus, Ohio
 
43215-3976
(Address of principal executive offices)
 
(Zip Code)

2017 Long-Term Incentive Plan of State Auto Financial Corporation
(Full title of the plan)

Melissa A. Centers, Esq.
Senior Vice President, Secretary and General Counsel
State Auto Financial Corporation
518 East Broad Street
Columbus, Ohio 43215-3976
(614) 464-5000
Name, address and telephone number, including area code, of agent for service
 

with copies to

Peter Mirakian III, Esq.
Spencer Fane LLP
1000 Walnut Street, Suite 1400
Kansas City, MO 64106
(816) 474-8100
 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o
Accelerated filer ý
Non-accelerated filer o
 






CALCULATION OF REGISTRATION FEE

Title of Securities
to be registered

Amount to
be registered (1)
Proposed maximum offering price
per share (2)
Proposed maximum aggregate
 offering price (2)

Amount of registration fee
 
 
 
 
 
 
Common Shares, without par value
2,350,600
$27.11
$63,724,766
$7,933.73
(1)
In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement also includes an indeterminable number of additional shares that may become issuable pursuant to anti-dilution adjustment provisions of the Registrant's 2017 Long-Term Incentive Plan (the " Plan ").
 
 
 
 
 
 
(2)
Estimated solely for the purpose of calculating the aggregate offering price and the registration fee pursuant to Rules 457(c) and 457(h)(1) promulgated under the Securities Act and computed on the basis of $27.11, which was the average of the high and low sales prices of the Common Shares as reported on the Nasdaq Stock Market on February 22, 2018.



PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this Registration Statement:
(a)    The Annual Report on Form 10‑K for the fiscal year ended December 31, 2017, of State Auto Financial Corporation (the “ Registrant ” or the “ Company ”) filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”);
(b)    All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a), above; and
(c)    The description of the Registrant's Common Shares which is contained in the Registrant's Registration Statement on Form 8-A filed under Section 12 of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, subsequent to the date hereof and prior to the termination of the offering of the securities registered hereunder, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that 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 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.
ITEM 4.    DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio Revised Code sets forth conditions and limitations governing the indemnification of officers, directors, and other persons.
Section 6.1 of Article 6 of the Amended and Restated Code of Regulations of the Company contains certain indemnification provisions adopted pursuant to authority contained in Section 1701.13(E) of the Ohio Revised Code. The Company’s Code of Regulations provides for the indemnification of its officers, directors, employees, and agents, or persons who are serving or have served at the request of the Company as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise (the “ indemnified persons ”). Indemnification is provided when an indemnified person is made a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such indemnified person was serving as an officer, director, employee or agent of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise. The Company is required to indemnify indemnified persons against expenses, including legal fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by the indemnified person in connection with such action, suit or proceeding; provided that it is determined, either by a majority vote of a quorum of disinterested directors of the Company or by the shareholders of the Company or otherwise as provided in Section 1701.13(E) of the Ohio Revised Code, that: (a) the indemnified person acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Company; (b) in any action, suit, or proceeding by or in the right of the Company, they were not, and have not been adjudicated to have been, negligent or guilty of misconduct in the performance of their duties to the Company; and (c) with respect to any criminal action or proceeding, that they had no reasonable cause to believe that their conduct was unlawful. Section 6.3 of Article 6 provides that expenses, including attorneys’ fees, incurred in defending any action, suit, or proceeding, may be paid by the Company in advance of the final disposition of such action, suit, or proceeding, upon receipt of an undertaking by the indemnified person to repay such amount in the event that indemnification shall be deemed improper.




The Company has entered into Indemnification Agreements with each of its directors. These agreements generally: (i) confirm the existing indemnity provided to them under the Company’s Code of Regulations and assure that this indemnity will continue to be provided; and (ii) provide that, in addition, the directors shall be indemnified to the fullest extent permitted by law against all expenses (including legal fees), judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by them in any threatened, pending or completed action or proceeding, including any action by or in the right of the Company, on account of their service as a director or officer of the Company or at the request or with the consent of the Company as a trustee, director, officer, employee, or agent of another corporation or enterprise. Coverage under the contracts is excluded: (A) to the extent the director is indemnified under directors’ and officers’ liability insurance maintained by the Company; (B) on account of conduct which is finally adjudged to be knowingly fraudulent, deliberately dishonest, or willfully wrongful; (C) if a final court of adjudication shall determine that such indemnification is not lawful; or (D) on account of any suit in which judgment is rendered against the director for an accounting of profits made from the purchase or sale by the director of securities of the Company pursuant to Section 16(b) of the Exchange Act or any similar provision. Under the contracts, the Company will advance all expenses incurred by or on behalf of a director in connection with any proceeding within 30 days after the director undertakes to repay all amounts and agrees to reasonably cooperate with the Company concerning the claim or proceeding. The Indemnification Agreements are applicable to claims asserted after their effective date, whether arising from acts or omissions occurring before or after their effective date.
The Company has purchased directors’ and officers’ liability insurance to indemnify its officers and directors against losses arising from claims by reason of their legal liability for acts as officers and directors, subject to limitations and conditions set forth in the policies for such insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.




ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of this Registration Statement, including those incorporated by reference:
Exhibit No.
 
Description of Exhibit
 
If Incorporated by Reference,
Document with which Exhibit
was Previously Filed with SEC
4.01
 
Amended and Restated Articles of Incorporation of State Auto Financial Corporation.
 
Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 3.01 therein)
4.02
 
Amendment to the Amended and Restated Articles of Incorporation of State Auto Financial Corporation.
 
1933 Act Registration Statement No. 33-89400 on Form S-8 (see Exhibit 4(b) therein)
4.03
 
Certificate of Amendment to the Amended and Restated Articles of Incorporation (as of June 2, 1998) of State Auto Financial Corporation.
 
Form 10-K Annual Report for the year ended December 31, 1998 (see Exhibit 3(A)(3) therein)
4.04
 
Amended and Restated Code of Regulations of State Auto Financial Corporation.
 
Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 3.04 therein)
4.05
 
First Amendment to Amended and Restated Code of Regulations of State Auto Financial Corporation.
 
Form 10-Q Quarterly Report for the quarter ended September 30, 2010 (see Exhibit 3.05 therein)
4.06
 
Second Amendment to Amended and Restated Code of Regulations of State Auto Financial Corporation.
 
Form 10-Q Quarterly Report for the quarter ended June 30, 2016 (see Exhibit 3.01 therein)

4.07
 
2017 Long-Term Incentive Plan of State Auto Financial Corporation
 
Proxy Statement for the 2017 Annual Meeting of Shareholders on Schedule 14A filed on March 22, 2017 (see Appendix A therein)
5.01
 
Opinion of Spencer Fane LLP
 
Included herein.
23.01
 
Consent of Spencer Fane LLP
 
Contained in Exhibit 5.01
23.02
 
Consent of Ernst & Young LLP
 
Included herein.
24.01
 
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
 
Included herein.



ITEM 9. UNDERTAKINGS.

A.    The Registrant hereby undertakes:

(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)
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

(iii)
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.

(2)
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.

(3)
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.

B.
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.

C.
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.



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 Columbus, State of Ohio, on February 28, 2018.
 
State Auto Financial Corporation
 
 
 
/s/ Michael E. LaRocco
 
Michael E. LaRocco, 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 indicated on February 28, 2018.
Signature
 
Title
 
 
 
/s/ Michael E. LaRocco
 
Director, President and Chief Executive Officer (principal executive officer)
Michael E. LaRocco
 
 
 
 
 
/s/ Steven E. English
 
Senior Vice President and Chief Financial Officer (principal financial officer)
Steven E. English
 
 
 
 
 
/s/ Matthew R. Pollak
 
Vice President, Treasurer and Chief Accounting Officer (principal accounting officer)
Matthew R. Pollak
 
 
 
 
 
Robert E. Baker*
 
Director
Robert E. Baker
 
 
 
 
 
Kym M. Hubbard*
 
Director
Kym M. Hubbard
 
 
 
 
 
Michael J. Fiorile*
 
Director
Michael J. Fiorile
 
 
 
 
 
Eileen A. Mallesch*
 
Director
Eileen A. Mallesch
 
 
 
 
 
David R. Meuse*
 
Director
David R. Meuse
 
 
 
 
 
Setareh Pouraghabagher*
 
Director
Setareh Pouraghabgher
 
 
 
 
 
S. Elaine Roberts*
 
Director
S. Elaine Roberts
 
 
 
 
 
 
 
 
* 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.
 
 
 
/s/ Steven E. English
 
 
Steven E. English
 
 



EXHIBIT INDEX
Exhibit No.
 
Description of Exhibit
 
If Incorporated by Reference,
Document with which Exhibit
was Previously Filed with SEC
4.01
 
 
Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 3.01 therein)
4.02
 
Amendment to the Amended and Restated Articles of Incorporation of State Auto Financial Corporation
 
1933 Act Registration Statement No. 33-89400 on Form S-8 (see Exhibit 4(b) therein)
4.03
 
Certificate of Amendment to the Amended and Restated Articles of Incorporation (as of June 2, 1998) of State Auto Financial Corporation
 
Form 10-K Annual Report for the year ended December 31, 1998 (see Exhibit 3(A)(3) therein)
4.04
 
 
Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 3.04 therein)
4.05
 
 
Form 10-Q Quarterly Report for the period ended September 30, 2010 (see Exhibit 3.05 therein)
4.06
 
 
Form 10-Q Quarterly Report for the period ended June 30, 2016 (see Exhibit 3.01 therein)
4.07
 
 
Proxy Statement for the 2017 Annual Meeting of Shareholders on Schedule 14A filed on March 22, 2017 (see Appendix A therein)
5.01
 
 
Included herein.
23.01
 
 
Contained in Exhibit 5.01
23.02
 
 
Included herein.
24.01
 
 
Included herein.






EXHIBIT 5.01


Opinion of Spencer Fane LLP
SPENCER FANE LLP
1000 Walnut Street, Suite 1400
Kansas City, MO 64106
(816) 474-8100

February 28, 2018


State Auto Financial Corporation
518 East Broad Street
Columbus, Ohio 43215

Ladies and Gentlemen:

We have acted as counsel to State Auto Financial Corporation, an Ohio corporation (the “Company”), in connection with its Registration Statement on Form S-8 (the “Registration Statement”) being filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, to register 2,350,660 Common Shares, without par value, of the Company (the “Shares”) for offer and sale under, and pursuant to, the Company's 2017 Long-Term Incentive Plan (the “Plan”).

In connection therewith, we have examined the Company's Amended and Restated Articles of Incorporation and Amended and Restated Code of Regulations, each as in effect on the date hereof, and the records, as exhibited to us, of the corporate proceedings of the Company; a copy of the Plan; and such other documents and records as we have considered necessary for purposes of this opinion. In rendering this opinion, we have assumed the genuineness, without independent investigation, of all signatures on all documents examined by us, the conformity to original documents of all documents submitted to us as certified or facsimile copies, and the authenticity of all such documents.

Based upon the foregoing, we are of the opinion that the Shares, when sold and paid for in the manner contemplated by the Plan, will have been validly issued and will be fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement.
    
 
Very truly yours,
 
 
 
/s/ Spencer Fane LLP
 
SPENCER FANE LLP





EXHIBIT 23.02

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement (Form S-8 No. 333-_____) pertaining to the 2017 Long-Term Incentive Plan of State Auto Financial Corporation, of our reports dated February 28, 2018, with respect to the consolidated financial statements and schedules of State Auto Financial Corporation and the effectiveness of internal control over financial reporting of State Auto Financial Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2017, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
 
 
 
 
 
Grandview Heights, Ohio
 
 
February 28, 2018
 
 









Exhibit 24.01
STATE AUTO FINANCIAL CORPORATION
POWER OF ATTORNEY
For Form S-8 Registration Statements
The undersigned, an officer or director of State Auto Financial Corporation, an Ohio corporation (the “Company”), hereby constitutes and appoints Michael E. LaRocco and Steven E. English, and each of them, my true and lawful attorneys-in-fact and agents, with full power to act without the other, with full power of substitution and resubstitution, for me and in my name, place, and stead, in my capacity as director or officer of the Company, to execute any and all of the Company’s Registration Statements on Form S-8, and any and all amendments thereto (including post-effective amendments), to register under the Securities Act of 1933, as amended (the “Securities Act”), any Common Shares, without par value, of the Company for sale under, and pursuant to, any and all of the Company’s current or hereafter adopted or approved stock option plans or other “employee benefit plans” (as such term is defined under Rule 405 promulgated under the Securities Act), as such plans are currently amended or shall hereafter be amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
The undersigned has executed and delivered this Power of Attorney on February 28, 2018.





 
 
 
 
Signature
 
Title
 
 
 
/s/ Michael E. LaRocco
 
Chairman, President and Chief Executive Officer (principal executive officer)
Michael E. LaRocco
 
 
 
 
 
/s/ Steven E. English
 
Senior Vice President and Chief Financial Officer (principal financial officer)
Steven E. English
 
 
 
 
 
/s/ Matthew R. Pollak
 
Vice President, Treasurer and Chief Accounting Officer (principal accounting officer)
Matthew R. Pollak
 
 
 
 
 
/s/ Robert E. Baker
 
Director
Robert E. Baker
 
 
 
 
 
/s/ Michael J. Fiorile
 
Director
Michael J. Fiorile
 
 
 
 
 
/s/ Kym M. Hubbard
 
Director
Kym M. Hubbard
 
 
 
 
 
/s/ Eileen A. Mallesch
 
Director
Eileen A. Mallesch
 
 
 
 
 
/s/ Thomas E. Markert
 
Director
Thomas E. Markert
 
 
 
 
 
/s/ David R. Meuse
 
Director
David R. Meuse
 
 
 
 
 
/s/ Setareh Pouraghabagher
 
Director
Setareh Pouraghabagher
 
 
 
 
 
/s/ S. Elaine Roberts
 
Director
S. Elaine Roberts