As filed with the Securities and Exchange Commission on May 21, 2009
Registration No. 333-72491
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
The Hanover Insurance Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 04-3263626 | |
(State or other jurisdiction | (I.R.S. Employer | |
of incorporation or organization) | Identification No.) |
440 Lincoln Street
Worcester, MA 01653
(Address of principal executive offices, including zip code)
Citizens Corporation
1994 Long Term Stock Incentive Plan
(Full title of the plan)
J. Kendall Huber
Senior Vice President and General Counsel
440 Lincoln Street
Worcester, MA 01653
(508) 855-1000
(Name, address and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Julie H. Jones, Esq.
Ropes & Gray LLP
One International Place
Boston, MA 02110
617-951-7000
617-951-7050 (facsimile)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
x | Accelerated filer | ¨ | |||||
Non-accelerated filer (Do not check if a smaller reporting company) |
¨ | Smaller reporting company | ¨ |
EXPLANATORY STATEMENT
The Hanover Insurance Group, Inc. (the Registrant) is filing this post-effective amendment to deregister 36,513 shares of Common Stock, par value $.01 per share, of the Registrant originally registered pursuant to the registration statement on Form S-8 (Registration No. 333-72491) for issuance under the Citizens Corporation 1994 Long Term Stock Incentive Plan (the Citizens Plan). No additional shares will be issued under the Citizens Plan.
Item 8. Exhibits.
Exhibit
24.1 | Powers of Attorney. |
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 Post-Effective Amendment No. 1 to its Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Worcester, The Commonwealth of Massachusetts, on this 21st day of May, 2009.
THE HANOVER INSURANCE GROUP, INC. | ||
By: | /s/ EUGENE M. BULLIS | |
Eugene M. Bullis Executive Vice President, Chief Financial Officer and Principal Accounting Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated:
Signature |
Title |
Date | ||
* Frederick H. Eppinger |
Director, President and Chief Executive Officer (Principal Executive Officer) | May 21, 2009 | ||
* Eugene M. Bullis |
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | May 21, 2009 | ||
* Michael P. Angelini |
Director | May 21, 2009 | ||
* P. Kevin Condron |
Director | May 21, 2009 | ||
* Neal F. Finnegan |
Director | May 21, 2009 | ||
* David J. Gallitano |
Director | May 21, 2009 | ||
* Gail L. Harrison |
Director | May 21, 2009 | ||
* Robert J. Murray |
Director | May 21, 2009 |
2
Signature |
Title |
Date | ||
* Joseph R. Ramrath |
Director | May 21, 2009 | ||
* Harriett Tee Taggart |
Director | May 21, 2009 |
The undersigned, by signing his name hereto, does hereby sign and execute this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 on behalf of the above-named officers and directors of The Hanover Insurance Group, Inc. on this 21st day of May, 2009, pursuant to powers of attorney executed by such officers and directors, which powers of attorney are filed with the Securities and Exchange Commission as an exhibit to this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8.
*By: | /s/ Eugene M. Bullis | |
Eugene M. Bullis Attorney-in-Fact |
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EXHIBIT INDEX
24.1 | Powers of Attorney. |
4