As
filed with the Securities and Exchange Commission on August 8, 2008
Registration
No.
333-
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
S-8
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REGISTRATION
STATEMENT
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Under
The
Securities Act of 1933
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Employers
Holdings, Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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NEVADA
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04-3850065
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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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10375
Professional Circle
Reno,
Nevada 89521
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(Address,
Including Zip Code, of Registrant's Principal Executive
Offices)
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Employers
Holdings, Inc. Amended and Restated Equity and Incentive
Plan
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(Full
Title of the Plan)
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Lenard
T. Ormsby, Esq.
Executive
Vice President, Chief Legal Officer and General Counsel
Employers
Holdings, Inc.
10375
Professional Circle
Reno,
Nevada 89521
(888)
682-6671
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(Name,
Address and Telephone Number, Including Area Code, of Agent For
Service)
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Copies
to:
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Susan
J. Sutherland, Esq.
David
C. Ingles, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
Four
Times Square
New
York, New York 10036
(212)
735-3000
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting
company. See definitions of "large accelerated filer," "accelerated
filer" "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of
the Exchange Act. (Check one):
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer þ
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Smaller
reporting company o
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CALCULATION
OF REGISTRATION FEE
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Title
of Securities
To
Be Registered
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Amount
To Be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per
Share (2)
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Proposed
Maximum
Aggregate
Offering
Price
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Amount
Of
Registration
Fee
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Common
Stock, par value $0.01 per share
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2,000,000
shares
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$17.48
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$34,960,000.00
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$1,373.93
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(1)
This Registration Statement shall also cover any additional shares of common
stock which may become issuable under the plan being registered pursuant to this
Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of the Registrant's
outstanding shares of common stock. In addition, pursuant to Rule
416(c) under the Securities Act of 1933, as amended, this Registration Statement
also covers an indeterminate amount of interests to be offered or sold pursuant
to the employee benefits plans described herein.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to
Rules 457(c) and (h) under the Securities Act on the basis of the average of the
high and low sale prices for a share of common stock of Employers Holdings, Inc.
as reported on the New York Stock Exchange on August 7,
2008.
EXPLANATORY
NOTE
This Registration Statement has been
filed to register 2,000,000 additional shares of common stock, par value $0.01
per share, to be offered pursuant to the Employers Holdings, Inc. Amended and
Restated Equity and Incentive Plan (the "Plan"), which has been amended since
the filing of Employers Holdings, Inc.'s (the "Company") Registration Statements
on Form S-8 covering the Plan prior to its amendment. In
accordance with General Instruction E to Form S-8, the contents of the previous
Registration Statements on Form S-8 related to the Plan prior to its amendment
(File No. 333-140395, filed on February 1, 2007, and File No. 333-142135, filed
on April 16, 2007) filed with the Securities and Exchange Commission are
incorporated by reference herein and made a part of this Registration Statement,
except as amended hereby.
PART
II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Exhibit No.
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Description of Exhibit
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4.1
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Employers
Holdings, Inc. Amended and Restated Equity and Incentive Plan (previously
filed as Appendix B to the definitive proxy statement of Employers
Holdings, Inc. filed with the Securities and Exchange Commission on April
15, 2008, and incorporated by reference herein).
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5.1
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Opinion
of Lenard T. Ormsby, Esq.
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23.1
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Consent
of Lenard T. Ormsby, Esq. (included in the opinion filed as Exhibit 5.1
hereto)
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23.2
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Consent
of Independent Registered Public Accounting Firm
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23.3
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Consent
of Towers, Perrin, Forster & Crosby, Inc.
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24.1
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Powers
of Attorney (reference is made to the signature page
hereto)
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, 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 Reno, Nevada, on this 8th day of August, 2008.
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EMPLOYERS
HOLDINGS, INC.
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By:
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/s/ Douglas D. Dirks | |
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Douglas
D.
Dirks
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President
and Chief Executive Officer
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POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Douglas D. Dirks, William E. Yocke and Lenard T.
Ormsby, and each of them, as his or her attorney-in-fact, with full power of
substitution in each, for him or her in any and all capacities, to sign any
amendments to this registration statement on Form S-8 and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
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Signature
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Title
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Date
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/s/ Robert
J. Kolesar
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Chairman
of the Board
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August
8, 2008
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Robert
J. Kolesar
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/s/ Douglas
D. Dirks
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President
and Chief Executive Officer,
Director
(Principal Executive Officer)
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August
8, 2008
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Douglas
D. Dirks
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/s/ William
E. Yocke
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Executive
Vice President and Chief Financial
Officer
(Principal
Financial and Accounting Officer)
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August
8, 2008
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William
E. Yocke
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/s/ Richard
W. Blakey
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Director
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August
8, 2008
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Richard
W. Blakey
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/s/ Valerie
R. Glenn
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Director
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August
8, 2008
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Valerie
R. Glenn
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/s/ Rose
E. McKinney-James
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Director
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August
8, 2008
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Rose
E. McKinney-James
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/s/ Ronald
F. Mosher
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Director
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August
8, 2008
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Ronald
F. Mosher
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Signature
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Title
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Date
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/s/ Katherine
W. Ong
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Director
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August
8, 2008
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Katherine
W. Ong
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/s/ Michael
D. Rumbolz
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Director
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August
8, 2008
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Michael
D. Rumbolz
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/s/ John
P. Sande III
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Director
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August
8, 2008
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John
P. Sande III
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/s/ Martin
J. Welch
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Director
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August
8, 2008
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Martin
J. Welch
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EXHIBIT
INDEX
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Exhibit No.
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Description of Exhibit
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4.1
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Employers
Holdings, Inc. Amended and Restated Equity and Incentive Plan (previously
filed as Appendix B to the definitive proxy statement of Employers
Holdings, Inc. filed with the Securities and Exchange Commission on April
15, 2008, and incorporated by reference herein).
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5.1
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Opinion
of Lenard T. Ormsby, Esq.
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23.1
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Consent
of Lenard T. Ormsby, Esq. (included in the opinion filed as Exhibit 5.1
hereto)
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23.2
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Consent
of Independent Registered Public Accounting Firm
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23.3
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Consent
of Towers, Perrin, Forster & Crosby, Inc.
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24.1
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Powers
of Attorney (reference is made to the signature page
hereto)
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Exhibit
5.1
August 8, 2008
Employers
Holdings, Inc.
10375
Professional Circle
Reno,
NV 89521
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Re:
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Employers Holdings,
Inc. Registration Statement on Form
S-8
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Ladies
and Gentlemen:
I
am the Executive Vice President, Chief Legal Officer & General Counsel of
Employers Holdings, Inc., a Nevada corporation (the "Company"), and as such, I
have acted as counsel for the Company in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission"), on August 8,
2008, relating to the registration by the Company of 2,000,000 shares (the
"Shares") of the Company's common stock, par value $0.01 per share (the "Common
Stock"), authorized for issuance pursuant to the Amended and Restated Employers
Holdings, Inc. Equity and Incentive Plan (the "Plan"). I express no opinion as
to any instrument or document incorporated by reference into the Registration
Statement.
This
opinion is being furnished in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Securities Act of 1933, as amended (the "Securities
Act").
In
rendering the opinion set forth herein, I have examined originals or copies,
certified or otherwise identified to my satisfaction of the following: (i) the
Plan; (ii) the Registration Statement in the form to be filed with the
Commission on the date hereof; (iii) the Amended and Restated Articles of
Incorporation of the Company, dated as of February 5, 2007 and currently in
effect, certified by the Secretary of State of the State of Nevada; (iv) the
Amended and Restated By-Laws of the Company, dated as of March 28, 2007 and
currently in effect (the "By-Laws"); (v) a certificate, dated as of August 6,
2008, from the Secretary of State of the State of Nevada, and a telephonic
bring down thereof, dated as of August 8, 2008, as to the existence and good
standing in the State of Nevada of the Company; (vi) resolutions of the Board of
Directors of the Company, adopted March 20, 2008, relating to the Plan and
filing of the Registration Statement; (vii) the Decision and Order of the
Commissioner of the Division of Insurance of the State of Nevada Department of
Business and Industry relating to the conversion of EIG Mutual Holding Company,
a Nevada mutual holding company ("EIG Mutual"), into the Company, issued on
November 29, 2006; and (viii) the Decision and Order of the Commissioner of the
Division of Insurance of the State of Nevada Department of Business and Industry
relating to the conversion of EIG Mutual into the Company, issued on January 13,
2007. I also have examined originals or copies, certified or
otherwise identified to my satisfaction, of such records of the Company and such
agreements, certificates and receipts of public officials, certificates of
officers or other representatives of the Company and others, and such other
documents as I have deemed necessary or appropriate as a basis for the opinion
set forth below.
In
my examination, I have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted to
me as facsimile, electronic, certified or photostatic copies, and the
authenticity of the originals of such copies. In making my
Employers Holdings, Inc.
August 8, 2008
Page 2
examination
of executed documents, I have assumed that the parties thereto, other than the
Company, had the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and the execution and delivery by such
parties of such documents and the validity and binding effect thereof on such
parties. As to any facts material to the opinion
expressed herein that I did not independently establish or verify, I have relied
upon statements and representations of officers and other representatives of the
Company and others and of public officials.
In
rendering the opinion set forth below, I have assumed that each agreement
setting forth the terms of each grant of options or other awards under the Plan
is or will be consistent with the Plan and has been or will be duly authorized
and validly executed and delivered by the parties thereto and such parties'
obligations set forth therein are legal, valid and binding.
I
do not express any opinion as to the laws of any jurisdiction other than the
laws of the State of Nevada.
Based
on and subject to the foregoing, I am of the opinion that the Shares have been
duly authorized by the Company and, when the Shares are issued and paid for by
the Plan participants as contemplated by the Plan and in accordance with the
terms and conditions of the Plan and the applicable award agreements, the Shares
will be validly issued, fully paid and non-assessable.
I
hereby consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement. In giving this consent, I do not
thereby admit that I am included in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission promulgated thereunder.
| Very truly yours, | ||
| /s/ Lenard T. Ormsby | ||
| Lenard T. Ormsby, Esq. | ||
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Executive Vice
President, Chief
Legal Officer
and General Counsel
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Exhibit
23.2
Consent
of Independent Registered Public Accounting Firm
We
consent to the incorporation by reference in the Registration Statement on Form
S-8 pertaining to the Employers Holdings, Inc. Amended and Restated Equity and
Incentive Plan of our report dated March 13, 2008, with respect to the
consolidated financial statements and schedules of Employers Holdings, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 2007
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Los
Angeles, California
August
6, 2008
Exhibit
23.3
Consent
of Independent Actuary
The
Tillinghast insurance consulting business of Towers, Perrin, Forster &
Crosby, Inc. consents to the incorporation by reference in the registration
statement on Form S-8 of Employers Holdings, Inc. (the "Company") of the (i)
references to it (as the "Consulting Actuary") in relation to the actuarial
services described, (ii) reference to it under the caption "Experts" and (iii)
use of the opinion of Robert F. Conger, a consulting actuary associated with the
Tillinghast business of Towers, Perrin, Forster & Crosby, Inc., dated
October 26, 2006, in each case, in the Registration Statement (Form S-1) (File
No. 333-139092) and related Prospectus, filed with the Securities and Exchange
Commission, of the Company for the registration of shares of its common
stock.
The
Tillinghast insurance consulting business of Towers, Perrin, Forster &
Crosby, Inc.
August
6, 2008
/s/
Ann M. Conway