eig_s-8.htm
As filed with the Securities and Exchange Commission on August 8, 2008
Registration No. 333-             

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
 
 
Employers Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
NEVADA
  
04-3850065
(State or Other Jurisdiction of
Incorporation or  Organization)
  
(I.R.S. Employer
Identification No.)
 
10375 Professional Circle
Reno, Nevada 89521
  
(Address, Including  Zip Code, of Registrant's Principal Executive Offices)
 
 
Employers Holdings, Inc. Amended and Restated Equity and Incentive Plan
(Full Title of the Plan)
 
 
 
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
  
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
 
 
 
Copies to:
  
 
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
  
 
 
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):
 
Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ
Smaller reporting company o
 
 
CALCULATION OF REGISTRATION FEE
Title of Securities
To Be Registered
Amount To Be
Registered (1)
Proposed Maximum
Offering Price
Per Share (2)
Proposed Maximum
Aggregate Offering
Price
Amount Of
Registration Fee
Common Stock, par value $0.01 per share
2,000,000 shares
$17.48
$34,960,000.00
$1,373.93
 
(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
 
ITEM 8. EXHIBITS
 

  Exhibit No. 
  Description of Exhibit 
 
     
4.1
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).
5.1
Opinion of Lenard T. Ormsby, Esq.
23.1
Consent of Lenard T. Ormsby, Esq. (included in the opinion filed as Exhibit 5.1 hereto)
23.2
Consent of Independent Registered Public Accounting Firm
23.3
Consent of Towers, Perrin, Forster & Crosby, Inc.
24.1
Powers of Attorney (reference is made to the signature page hereto)


 
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.

 
EMPLOYERS HOLDINGS, INC.
 
 
 
 
By:
  /s/ Douglas D. Dirks
   
Douglas D. Dirks
   
President and Chief Executive Officer

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.
 

Signature
Title
Date
     
  /s/ Robert J. Kolesar
Chairman of the Board
August 8, 2008
Robert J. Kolesar
     
  /s/ Douglas D. Dirks
President and Chief Executive Officer,
Director (Principal Executive Officer)
August 8, 2008
Douglas D. Dirks
     
  /s/ William E. Yocke
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
August 8, 2008
William E. Yocke
     
  /s/ Richard W. Blakey
Director
August 8, 2008
Richard W. Blakey
     
  /s/ Valerie R. Glenn
Director
August 8, 2008
Valerie R. Glenn
     
  /s/ Rose E. McKinney-James
Director
August 8, 2008
Rose E. McKinney-James
     
  /s/ Ronald F. Mosher
Director
August 8, 2008
Ronald F. Mosher
     
 
 
 

Signature
Title
Date
     
  /s/ Katherine W. Ong
Director
August 8, 2008
Katherine W. Ong
     
  /s/ Michael D. Rumbolz
Director
August 8, 2008
Michael D. Rumbolz
     
  /s/ John P. Sande III
Director
August 8, 2008
John P. Sande III
     
  /s/ Martin J. Welch
Director
August 8, 2008
Martin J. Welch
     
 

 
 
EXHIBIT INDEX
 
  Exhibit No. 
  Description of Exhibit 
 
     
4.1
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).
5.1
Opinion of Lenard T. Ormsby, Esq.
23.1
Consent of Lenard T. Ormsby, Esq. (included in the opinion filed as Exhibit 5.1 hereto)
23.2
Consent of Independent Registered Public Accounting Firm
23.3
Consent of Towers, Perrin, Forster & Crosby, Inc.
24.1
Powers of Attorney (reference is made to the signature page hereto)