As filed with the U.S. Securities and Exchange Commission on February 2, 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
SAFETY INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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13-4181699 |
(State or other
jurisdiction of
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(I.R.S. Employer
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20
Custom House Street
Boston, Massachusetts 02110
(Address of Principal Executive Offices Including Zip Code)
Safety Insurance Group, Inc.
2002 Management Omnibus Incentive Plan, as Amended
(Full title of Plan)
William
J. Begley, Jr.
Safety Insurance Group, Inc.
20 Custom House Street
Boston, Massachusetts 02110
(617) 951-0600
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities
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Amount to be
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Proposed maximum
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Proposed maximum
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Amount of
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Common Stock, $0.01 par value |
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1,250,000 shares |
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$ |
47.76 |
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$ |
59,700,000 |
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$ |
6,387.90 |
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also include an indeterminate number of additional shares of Common Stock which may be offered and issued pursuant to the antidilution provisions of the Safety Insurance Group, Inc. 2002 Omnibus Incentive Plan, as Amended.
(2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h), based upon the average of the high and low prices of Common Stock on January 30, 2007, as reported on the NASDAQ Global Select Market.
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SHARES
This Registration Statement on Form S-8 registers 1,250,000 additional shares of the common stock, par value $0.01 per share (the Common Stock), of Safety Insurance Group, Inc.(the Registrant) which may be acquired pursuant to the Registrants 2002 Management Omnibus Incentive Plan, as Amended (the Plan). The securities subject to this Registration Statement are of the same class of the Registrant for which the Registrant previously filed Registration Statements on Form S-8 under the Securities Act of 1933, as amended. Accordingly, the contents of the Registrants Registration Statement on Form S-8, File No. 333-110676, as filed with the Securities and Exchange Commission on November 21, 2003, is hereby incorporated by reference pursuant to General Instruction E to Form S-8. After giving effect to this Registration Statement, an aggregate of 2,500,000 shares of the Registrants Common Stock have been registered for issuance pursuant to the Plan.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Safety Insurance Group, Inc. (the Company), (Commission File No. 000-50070) with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the Exchange Act) are incorporated by reference into this Registration Statement as of their respective dates:
1. The Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2005;
2. The Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2006;
3. The Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2006;
4. The Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2006;
5. The description of the common stock, par value $0.01 per share, contained in the Companys Registration Statement on Form 8-A (File No. 000-50070) filed with the Commission on November 5, 2002; and
6. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment hereto which indicates that all securities offered have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing such documents.
Any statement contained herein or in any 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 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 to constitute a part of this Registration Statement, except as so modified or superseded.
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Item 8. Exhibits.
4.1 |
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Form of Amended and Restated Certificate of Incorporation of Safety Insurance Group, Inc., (incorporated herein by reference to Exhibit 3.1 to Safetys Registration Statement on Form S-1 (Registration No. 333-87056 filed with the U.S. Securities and Exchange Commission on November 22, 2002)). |
4.2 |
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Form of Amended and Restated Bylaws of Safety Insurance Group, Inc. (incorporated herein by reference to Exhibit 3.2 to Safety Insurance Group, Inc.s Registration Statement on Form S-1, (Registration No. 333-87056 filed with the U.S. Securities and Exchange Commission on November 22, 2002)). |
4.3 |
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Safety Insurance Group, Inc. 2002 Management Omnibus Incentive Plan, as Amended. |
5.1 |
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Opinion of LeBoeuf, Lamb, Greene & MacRae, LLP as to the validity of the Common Stock registered hereunder. |
23.1 |
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Consent of PricewaterhouseCoopers LLP. |
23.2 |
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Consent of LeBoeuf, Lamb, Greene & MacRae, LLP (included in the opinion filed as Exhibit 5.1 hereto). |
24.1 |
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Powers of Attorney (included on signature page hereto). |
* Filed herewith.
Management contract or compensatory plan or arrangement.
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SIGNATURES
The Registrant. 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 Boston, Commonwealth of Massachusetts, on this 2nd day of February, 2007.
SAFETY INSURANCE GROUP, INC. |
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(Registrant) |
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By: |
/s/ WILLIAM J. BEGLEY, JR. |
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William J. Begley, Jr. |
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Chief Financial Officer, Vice President, and Secretary |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David F. Brussard and William J. Begley, Jr., and each of them acting individually, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments filed pursuant to Rule 462, or otherwise) of and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto each such attorney-in-fact and agent, or his substitutes, 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, to all intents and purposes and as fully as he might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/ DAVID F. BRUSSARD |
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President, Chief Executive Officer and |
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February 2, 2007 |
David F. Brussard |
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Chairman of the Board (Principal Executive Officer) |
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/s/ WILLIAM J. BEGLEY, JR. |
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Chief Financial Officer, Vice President and |
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February 2, 2007 |
William J. Begley, Jr. |
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Secretary (Principal Financial and Accounting Officer) |
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/s/ A. RICHARD CAPUTO, JR. |
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Director |
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February 2, 2007 |
A. Richard Caputo, Jr. |
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/s/ FREDERIC H. LINDEBERG |
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Director |
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February 2, 2007 |
Frederic H. Lindeberg |
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/s/ PETER J. MANNING |
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Director |
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February 2, 2007 |
Peter J. Manning |
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/s/ DAVID K. MCKOWN |
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Director |
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February 2, 2007 |
David K. McKown |
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INDEX TO EXHIBITS
4.1 |
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Form of Amended and Restated Certificate of Incorporation of Safety Insurance Group, Inc., (incorporated herein by reference to Exhibit 3.1 to Safetys Registration Statement on Form S-1 (Registration No. 333-87056 filed with the U.S. Securities and Exchange Commission on November 22, 2002)). |
4.2 |
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Form of Amended and Restated Bylaws of Safety Insurance Group, Inc. (incorporated herein by reference to Exhibit 3.2 to Safety Insurance Group, Inc.s Registration Statement on Form S-1, (Registration No. 333-87056 filed with the U.S. Securities and Exchange Commission on November 22, 2002)). |
4.3 |
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Safety Insurance Group, Inc. 2002 Management Omnibus Incentive Plan, as Amended. |
5.1 |
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Opinion of LeBoeuf, Lamb, Greene & MacRae, LLP as to the validity of the Common Stock registered hereunder. |
23.1 |
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Consent of PricewaterhouseCoopers LLP. |
23.2 |
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Consent of LeBoeuf, Lamb, Greene & MacRae, LLP (included in the opinion filed as Exhibit 5.1 hereto). |
24.1 |
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Powers of Attorney (included on signature page hereto). |
* Filed herewith.
Management contract or compensatory plan or arrangement.
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Exhibit 4.3
Safety Insurance Group, Inc.
2002 Management Omnibus Incentive Plan, as
Amended
The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Participants who make significant contributions to the Companys success and to allow Participants to share in the success of the Company.
Whenever used in the Plan, the following terms shall have the meanings set forth below, and, when the meaning is intended, the initial letter of the word shall be capitalized:
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3
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5
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At the discretion of the Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof.
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Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise Options and SARs, and receive unvested Shares of Restricted Stock, following Termination of Service with the Group. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for Termination of Service; provided, however, that the following shall automatically apply to the extent different provisions are not set forth in a Participants Award Agreement:
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All Shares acquired pursuant Awards granted hereunder, and Participants right to exercise Options and SARS and/or receive Shares upon exercise or vesting of an Award, shall be subject to all applicable restrictions contained in the Companys By-laws, shareholders agreement or insider trading policy, and any other restrictions imposed by the Committee, including, without limitation, restrictions under applicable securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and restrictions under any blue sky or state securities laws applicable to such Shares.
If Awards under the Plan are subject to Code Section 162(m) and the Committee determines that such Awards should be designed to comply with the Performance-Based Exception, the performance measure(s), the attainment of which determine the degree of payout and/or vesting, to be used for purposes of such Awards shall be chosen from among earnings per share, economic value added, market share (actual or targeted growth), net income (before or after taxes), operating income, return on assets (actual or targeted growth), return on capital (actual or targeted growth), return on equity (actual or targeted growth), return on investment (actual or targeted growth), gross or net underwriting results, revenue (actual or targeted growth), share price, stock price growth, total shareholder return, or such other performance measures as are approved by the Committee and the Companys shareholders.
The Committee shall have the discretion to adjust the determinations of the degree of attainment of the pre-established performance goals; provided, however, that Awards which are designed to qualify for the Performance-Based Exception, and which are held by Named Executive Officers, may not be adjusted upward (the Committee shall retain the discretion to adjust such Awards downward).
In the event that applicable tax laws change to permit the Committee to alter the governing performance measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval. In addition, Awards that are not intended to qualify for the Performance-Based Exception may be based on these or such other performance measures as the Committee may determine.
Subject to the terms and conditions of the Plan and applicable Award Agreement, each Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing during the Participants lifetime with the party chosen by the Company, from time to time, to administer the Plan. In the absence of any such designation, benefits remaining unpaid at the Participants death shall be paid to the Participants estate.
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ARTICLE 13
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Each person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Companys approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification is subject to the person having been successful in the legal proceedings or having acted in good faith and what is reasonably believed to be a lawful manner in the Companys best interests. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Companys Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
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ARTICLE 19
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Exhibit 5.1
LEBOEUF, LAMB, GREENE & MACRAE LLP
260 FRANKLIN STREET
BOSTON, MASSACHUSETTS 02110-3173
PHONE: 617-748-6800
FAX: 617-439-0341
February 2, 2007
Safety
Insurance Group, Inc.
20 Custom House Street
Boston, Massachusetts 02110
Re: Safety Insurance Group, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Safety Insurance Group, Inc., a Delaware corporation (the Registrant), in connection with the filing of a Registration Statement on Form S-8 by the Registrant (the Registration Statement) with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the Securities Act), providing for the registration of up to 1,250,000 shares of Common Stock, par value $0.01 per share, of the Registrant (the Plan Shares) issuable pursuant to the Safety Insurance Group, Inc. 2002 Management Omnibus Incentive Plan, as Amended (the Plan).
This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, we have examined and relied upon originals (or copies certified or otherwise identified to our satisfaction) of such documents, corporate records, certificates and other instruments as we have deemed necessary or appropriate for the purposes of this opinion.
In expressing the opinion set forth below, we have assumed, without investigation, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of all such latter documents. As to any facts material to this opinion, we have relied upon the aforesaid documents, corporate records, certificates and instruments and inquiries of Registrant representatives.
Based upon the foregoing, we are of the opinion that upon issuance and delivery against payment therefor in accordance with the terms of the Plan, the Shares will be duly authorized, validly issued, fully paid and non-assessable under the laws of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby concede that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours, |
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/s/ LEBOEUF, LAMB, GREENE & MACRAE LLP |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 16, 2006 related to the financial statements, financial statement schedules, managements assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Safety Insurance Group, Inc.s Annual Report on Form 10-K for the year ended December 31, 2005.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
February 2, 2007