As filed with the Securities and Exchange Commission on May 23, 2019
RegistrationNo. 33-51608
RegistrationNo. 333-97183
RegistrationNo. 333-106317
RegistrationNo. 333-125124
RegistrationNo. 333-172784
RegistrationNo. 333-194886
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 33-51608
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-97183
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-106317
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-125124
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-172784
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-194886
UNDER
THE SECURITIES ACT OF 1933
THE NAVIGATORS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 13-3138397 (I.R.S. Employer Identification No.) | |
400 Atlantic Street, 8th Floor Stamford, Connecticut 06901 (203)905-6090 | 06901 | |
(Zip Code) | ||
(Address, including zip code, and telephone number, including area code of registrant’s principal executive office) | ||
The Navigators Group, Inc. Incentive Stock Option Plan The Navigators Group, Inc.Non-Qualified Stock Option Plan The Navigators Group, Inc. 2002 Stock Incentive Plan The Navigators Group, Inc. Employee Stock Purchase Plan The Navigators Group, Inc. 2005 Stock Incentive Plan The Navigators Group, Inc. Amended and Restated 2005 Stock Incentive Plan The Navigators Group, Inc. Second Amended and Restated 2005 Stock Incentive Plan (Full title of the plans) |
Emily B. Miner
Senior Vice President and General Counsel
The Navigators Group, Inc.
400 Atlantic Street, 8th Floor
Stamford, Connecticut 06901
(Name and address of agent for service)
(203)905-6090
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (collectively, the “Post-Effective Amendments”) relate to the following Registration Statements of The Navigators Group, Inc., a Delaware corporation (the “Company”), on FormS-8 (collectively, the “Registration Statements”):
• | Registration StatementNo. 33-51608 on FormS-8, filed with the Securities and Exchange Commission (the “Commission”) on September 3, 1992, registering the offer and sale of 900,000 shares of common stock, par value $0.10 per share, of the Company (“Common Stock”) issuable pursuant to the Navigators Group, Inc. Incentive Stock Option Plan and The Navigators Group, Inc.Non-Qualified Stock Option Plan; |
• | Registration StatementNo. 333-97183 on FormS-8, filed with the Commission on July 26, 2002, registering 1,000,000 shares of Common Stock issuable pursuant to The Navigators Group, Inc. 2002 Stock Incentive Plan; |
• | Registration StatementNo. 333-106317 on FormS-8, filed with the Commission on June 20, 2003, registering 200,000 shares of Common Stock issuable pursuant to The Navigators Group, Inc. Employee Stock Purchase Plan; |
• | Registration StatementNo. 333-125124 on FormS-8, filed with the Commission on May 20, 2005, registering 1,000,000 shares of Common Stock issuable pursuant to The Navigators Group, Inc. 2005 Stock Incentive Plan; |
• | Registration StatementNo. 333-172784 on FormS-8, filed with the Commission on March 11, 2011, registering 500,000 shares of Common Stock issuable pursuant to The Navigators Group, Inc. Amended and Restated 2005 Stock Incentive Plan; and |
• | Registration StatementNo. 333-194886 on FormS-8, filed with the Commission on March 28, 2014, registering 500,000 shares of Common Stock and 200,000 shares of Common Stock issuable pursuant to The Navigators Group, Inc. Second Amended and Restated 2005 Stock Incentive Plan and The Navigators Group, Inc. Employee Stock Purchase Plan, respectively. |
On May 23, 2019, pursuant to that certain Agreement and Plan of Merger, dated as of August 22, 2018 (the “Merger Agreement”), by and among the Company, The Hartford Financial Services Group, Inc., a Delaware corporation (“The Hartford”), and Renato Acquisition Co., a Delaware corporation and a direct wholly owned subsidiary of The Hartford (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of The Hartford.
As a result of the transactions contemplated by the Merger Agreement, the Company is terminating all offerings of its securities pursuant to the Registration Statements. The Company, by filing the Post-Effective Amendments to the Registration Statements, hereby terminates the effectiveness of the Registration Statements and removes from registration any and all securities registered but unsold under the Registration Statements as of the date hereof. This filing is made in accordance with an undertaking in the Registration Statements to remove from registration by means of post-effective amendment any of the securities that were registered which remain unsold as the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused the Post-Effective Amendments to the Registration Statements on FormS-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartford, State of Connecticut, on May 23, 2019.
THE NAVIGATORS GROUP, INC. | ||
By: | /s/ Donald C. Hunt | |
Name: | Donald C. Hunt | |
Title: | Corporate Secretary and Vice President |
No other person is required to sign the Post-Effective Amendments to the Registration Statements in reliance upon Rule 478 of the Securities Act of 1933, as amended.