Utah
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87-0745941
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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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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [X] |
Title of Securities to be Registered
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Amount
to be
Registered (l)
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Proposed
Maximum
Offering
Price per
Share (2)
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Proposed
Maximum
Aggregate
Offering
Price (2)
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Amount of Registration
Fee
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Class A common stock, par value $2.00 per share
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2013 Stock Option Plan
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900,000
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$
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5.79
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$
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5,211,000
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$
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524.75
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant's Class A common stock that become issuable under the 2013 Amended Stock Option and other Equity Incentive Awards Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of Registrant's outstanding shares of Class A common stock.
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(2)
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Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of Registrant's Class A common stock as reported on the NASDAQ National Market on September 2, 2016.
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(a)
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The Registrant's Report on Form 8-K, as filed on January 13, 2016 (SEC File No. 000-09341).
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(b)
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The Registrant's Report on Form 8-K, as filed on March 21, 2016 (SEC File No. 000-09341).
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(c)
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The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as filed on March 30, 2016 (SEC File No. 000-09341).
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(d)
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The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, as filed on May 16, 2016 (SEC File 000-09341).
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(e)
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The Registrant's Schedule 14A Preliminary Proxy Statement, as filed on May 18, 2016 (SEC File No. 000-09341).
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(f)
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The Registrant's Schedule 14A Definitive Proxy Statement, as filed on June 1, 2016 (SEC File No. 000-09341)
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(g)
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The Registrant's Report on Form 8-K, as filed on July 11, 2016 (SEC File No. 000-09341).
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(h)
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The Registrant's Report on Form 8-K, as filed on July 19, 2016 (SEC File No. 000-09341).
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(i)
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The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
2016, as filed on August 15, 2016 (SEC File No. 000-09341).
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(j)
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The description of the Company's Class A common stock contained in the Company's Registration Statement on Form S-1, as filed on September 29, 1987 (SEC File No. 33-15248).
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Exhibit No. | Description |
3.1
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Articles of Amendment and Restatement to the Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Registrant's Schedule 14A Definitive Proxy Statement, as filed on August 15, 2016, SEC File No. 000-09341).
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3.2
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Amended Bylaws (incorporated by reference to Exhibit 3.2 to Registrant's Form 8-K, as filed on December 13, 2013, SEC File No. 000-09341).
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4.1
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Specimen Certificate of Class A Common Stock, $2.00 par value (incorporated by reference to Exhibit 4.1 to Registrant's Registration Statement on Form S-1, as filed on September 29, 1987, SEC File No. 33-15248).
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5.1
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Opinion of Mackey Price & Mecham P.C., as to legality (including consent).
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23.1
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Consent of Eide Bailly LLP.
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23.2
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Consent of Mackey Price & Mecham, P.C. (Included in Exhibit 5.1 above).
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24.1
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Power of Attorney (see page II - 6).
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99.1
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Security National Financial Corporation 2013 Amended Stock Option and Other Equity Incentive Awards Plan (incorporated by reference to the Exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, as filed on August 5, 2016, SEC. File No. 000-09341).
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(A)
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The undersigned Registrant hereby undertakes:
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Security National Financial Corporation
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By:
/s/ Scott M. Quist
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Scott M. Quist, Chairman, President
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and Chief Executive Office
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Signature
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Title
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Date
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/s/ Scott M. Quist
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Chairman of the Board, President
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September 6, 2016
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Scott M. Quist
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and Chief Executive Officer
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(Principal Executive Officer)
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/s/ Jason G. Overbaugh
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Vice President, National Market Director
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September 6, 2016
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Jason G. Overbaugh
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of Life Insurance, and Director
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/s/ S. Andrew Quist
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Vice President, Associate General Counsel,
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September 6, 2016
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S. Andrew Quist
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and Director
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/s/ John L. Cook
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Director
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September 6, 2016
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John L. Cook
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/s/ Gilbert A. Fuller
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Director
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September 6, 2016
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Gilbert A. Fuller
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/s/ Robert G. Hunter
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Director
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September 6, 2016 |
Robert G. Hunter
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/s/ H. Craig Moody
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Director
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September 6, 2016 |
H. Craig Moody
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/s/ Norman G. Wilbur
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Director
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September 6, 2016
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Norman G. Wilbur
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/s/ Garrett S. Sill
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Chief Financial Officer and Treasurer
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September 6, 2016
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Garrett S. Sill
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(Principal Financial and Accounting Officer)
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Exhibit No.
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Description
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5.1
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Opinion of Mackey Price & Mecham, P.C. as to legality (including consent)
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23.1
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Consent of Eide Bailly LLP
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23.2
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Consent of Mackey Price & Mecham, P.C. (included in Exhibit 5.1 above)
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