As filed with the Securities and Exchange Commission on August 6, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
STATE AUTO FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
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Ohio | | 31-1324304 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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518 East Broad Street, Columbus, Ohio | | 43215-3976 |
(Address of principal executive offices) | | (Zip Code) |
State Auto Financial Corporation
1991 Employee Stock Purchase and Dividend Reinvestment Plan
(Full title of the plan)
James A. Yano, Esq.
Senior Vice President, Secretary and General Counsel
State Auto Financial Corporation
518 East Broad Street
Columbus, Ohio 43215-3976
(614) 464-5000
Name, address and telephone number, including area code, of agent for service
with copies to
Joseph P. Boeckman, Esq.
Baker & Hostetler LLP
65 East State Street, Suite 2100
Columbus, Ohio 43215-4260
(614) 228-1541
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ¨ | Accelerated filer ý | Non-accelerated filer ¨ |
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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(2) |
Amount of registration fee |
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Common Shares, without par value | 250,000 | $24.01 | $6,002,500 | $697.49 |
(1) | The number of shares being registered represents additional shares authorized under the Registrant’s 1991 Employee Stock Purchase and Dividend Reinvestment Plan, as amended (the “Plan”), and not previously registered. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also includes an indeterminable number of additional shares that may become issuable pursuant to antidilution adjustment provisions of the Plan. |
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(2) | Estimated solely for the purpose of calculating the aggregate offering price and the registration fee pursuant to Rules 457(c) and 457(h)(1) promulgated under the Securities Act and computed on the basis of $24.01, which was the average of the high and low sales prices of the Common Shares as reported on the Nasdaq Stock Market on August 3, 2015. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this Registration Statement:
(a) The Annual Report on Form 10‑K for the fiscal year ended December 31, 2014, of State Auto Financial Corporation (the “Registrant” or the “Company”) filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(b) All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a), above; and
(c) The description of the Registrant's Common Shares which is contained in the Registrant's Registration Statement on Form 8-A filed under Section 12 of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, subsequent to the date hereof and prior to the termination of the offering of the securities registered hereunder, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a 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 herein or 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, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio Revised Code sets forth conditions and limitations governing the indemnification of officers, directors, and other persons.
Section 6.1 of Article 6 of the Company’s Amended and Restated Code of Regulations, as amended (the “Code of Regulations”), contains certain indemnification provisions adopted pursuant to authority contained in Section 1701.13(E) of the Ohio Revised Code. The Code of Regulations provides for the indemnification of the Company’s officers, directors, employees, and agents, or persons who are serving or have served at the request of the Company as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise (the “indemnified persons”). Indemnification is provided when an indemnified person is made a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such indemnified person was serving as an officer, director, employee or agent of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise. The Company is required to indemnify indemnified persons against expenses, including legal fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by the indemnified person in connection with such action, suit or proceeding; provided that it is determined, either by a majority vote of a quorum of disinterested directors of the Company or by the shareholders of the Company or otherwise as provided in Section 1701.13(E) of the Ohio Revised Code, that: (a) the indemnified person acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Company; (b) in any action, suit, or proceeding by or in the right of the Company, they were not, and have not been adjudicated to have been, negligent or guilty of misconduct in the performance of their duties to the Company; (c) with respect to any criminal action or proceeding, that they had no reasonable cause to believe that their conduct was unlawful. Section 6.3 of Article 6 provides that expenses, including attorneys' fees, incurred in defending any action, suit, or proceeding, may be paid by the Company in advance of the final disposition of such action, suit, or proceeding, upon receipt of an undertaking by the indemnified person to repay such amount in the event that indemnification shall be deemed improper.
The Company has entered into Indemnification Agreements with each of its directors and certain of its officers. Each of these Indemnification Agreements generally: (i) confirms the existing indemnity provided to such director of officer under the
Code of Regulations and assures that this indemnity will continue to be provided; and (ii) provides that, in addition, such director or officer shall be indemnified to the fullest extent permitted by law against all expenses (including legal fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in any threatened, pending or completed action or proceeding, including any action by or in the right of the Company, on account of his or her service as a director or officer of the Company or at the request or with the consent of the Company as a trustee, director, officer, employee, or agent of another corporation or enterprise. Coverage under each of these Indemnification Agreements is excluded: (A) to the extent that such director or officer is indemnified under directors' and officers' liability insurance maintained by the Company; (B) on account of conduct which is finally adjudged to be knowingly fraudulent, deliberately dishonest, or willful misconduct; (C) if a final court of adjudication shall determine that such indemnification is not lawful; or (D) on account of any suit in which judgment is rendered against such director or officer for an accounting of profits made from the purchase or sale by such director or officer of securities of the Company pursuant to Section 16(b) of the Exchange Act or any similar provision. Each of these Indemnification Agreements is applicable to claims asserted after their effective date, whether arising from acts or omissions occurring before or after their effective date.
The Company has purchased directors’ and officers’ liability insurance to indemnify its officers and directors against losses arising from claims by reason of their legal liability for acts as officers and directors, subject to limitations and conditions set forth in the policies for such insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of this Registration Statement, including those incorporated by reference:
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Exhibit No. | | Description of Exhibit | | If Incorporated by Reference, Document with which Exhibit was Previously Filed with SEC |
4(a) | | State Auto Financial Corporation’s Amended and Restated Articles of Incorporation. | | Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 3.01 therein) |
4(b) | | State Auto Financial Corporation’s Amendment to the Amended and Restated Articles of Incorporation. | | 1933 Act Registration Statement No. 33-89400 on Form S-8 (see Exhibit 4(b) therein) |
4(c) | | State Auto Financial Corporation’s Certificate of Amendment to the Amended and Restated Articles of Incorporation as of June 2, 1998. | | Form 10-K Annual Report for the year ended December 31, 1998 (see Exhibit 3(A)(3) therein) |
4(d) | | State Auto Financial Corporation’s Amended and Restated Code of Regulations. | | Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 3.04 therein) |
4(e) | | First Amendment to State Auto Financial Corporation’s Amended and Restated Code of Regulations. | | Form 10-Q Quarterly Report for the quarter ended September 30, 2010 (see Exhibit 3.05 therein) |
4(f) | | State Auto Financial Corporation 1991 Employee Stock Purchase and Dividend Reinvestment Plan | | 1933 Act Registration Statement No. 33-41423 on Form S-8 (see Exhibit 4(c) therein) |
4(g) | | Amendment No. 1 to State Auto Financial Corporation 1991 Employee Stock Purchase and Dividend Reinvestment Plan. | | 1933 Act Registration Statement No. 333-05755 on Form S-8 (see Exhibit 4(e) therein) |
4(h) | | Amendment No. 2 to State Auto Financial Corporation 1991 Employee Stock Purchase and Dividend Reinvestment Plan. | | 1933 Act Registration Statement No. 333-147333 on Form S-8 (see Exhibit 4(g) therein) |
4(i) | | Amendment No. 3 to State Auto Financial Corporation 1991 Employee Stock Purchase and Dividend Reinvestment Plan. | | 1933 Act Registration Statement No. 333-147333 on Form S-8 (see Exhibit 4(h) therein) |
4(j) | | Amendment No. 4 to State Auto Financial Corporation 1991 Employee Stock Purchase and Dividend Reinvestment Plan. | | Included herein. |
4(k) | | Amendment No. 5 to State Auto Financial Corporation 1991 Employee Stock Purchase and Dividend Reinvestment Plan. | | Included herein. |
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Exhibit No. | | Description of Exhibit | | If Incorporated by Reference, Document with which Exhibit was Previously Filed with SEC |
4(l) | | Amendment No. 6 to State Auto Financial Corporation 1991 Employee Stock Purchase and Dividend Reinvestment Plan. | | Included herein. |
4(m) | | Amendment No. 7 to State Auto Financial Corporation 1991 Employee Stock Purchase and Dividend Reinvestment Plan. | | Included herein. |
5 | | Opinion of Baker & Hostetler LLP | | Included herein. |
23(a) | | Consent of Baker & Hostetler LLP | | Contained in Exhibit 5. |
23(b) | | Consent of Ernst & Young LLP | | Included herein. |
24(a) | | Powers of Attorney for Robert E. Baker, David J. D’Antoni, Michael J. Fiorile, Eileen A. Mallesch, Thomas E. Marker, David R. Meuse, Robert P. Restrepo, Jr., S. Elaine Roberts and Alexander B. Trevor | | Included herein |
ITEM 9. UNDERTAKINGS.
A. The Registrant hereby undertakes:
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(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
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(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
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(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and |
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(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration State-ment; |
provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission (the “Commission”) by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
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(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
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B. | The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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C. | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 of this Part II, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on August 6, 2015.
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| State Auto Financial Corporation |
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| /s/ Michael E. LaRocco |
| Michael E. LaRocco, President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August 6, 2015.
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Signature | | Title |
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/s/ Michael E. LaRocco | | Director, President and Chief Executive Officer (principal executive officer) |
Michael E. LaRocco | | |
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Robert P. Restrepo, Jr.* | | Director and Chairman |
Robert P. Restrepo, Jr. | | |
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/s/ Steven E. English | | Senior Vice President and Chief Financial Officer (principal financial officer) |
Steven E. English | | |
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/s/ Matthew R. Pollak | | Vice President, Treasurer and Chief Accounting Officer (principal accounting officer) |
Matthew R. Pollak | | |
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Robert E. Baker* | | Director |
Robert E. Baker | | |
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David J. D’Antoni* | | Director |
David J. D’Antoni | | |
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Michael J. Fiorile* | | Director |
Michael J. Fiorile | | |
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Eileen A. Mallesch* | | Director |
Eileen A. Mallesch | | |
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Thomas E. Markert* | | Director |
Thomas E. Markert | | |
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David R. Meuse* | | Director |
David R. Meuse | | |
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S. Elaine Roberts* | | Director |
S. Elaine Roberts | | |
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Alexander B. Trevor* | | Director |
Alexander B. Trevor | | |
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* The undersigned, Steven E. English, by signing his name hereto, does hereby execute this Registration Statement on Form S-8 on August 6, 2015, on behalf of each of the above-named persons pursuant to powers of attorney duly executed by such persons and filed as exhibits to this Form S-8. |
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/s/ Steven E. English | | |
Steven E. English | | |
EXHIBIT INDEX
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Exhibit No. | | Description of Exhibit | | If Incorporated by Reference, Document with which Exhibit was Previously Filed with SEC |
4(a) | | State Auto Financial Corporation’s Amended and Restated Articles of Incorporation. | | Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 3.01 therein) |
4(b) | | State Auto Financial Corporation’s Amendment to the Amended and Restated Articles of Incorporation. | | 1933 Act Registration Statement No. 33-89400 on Form S-8 (see Exhibit 4(b) therein) |
4(c) | | State Auto Financial Corporation’s Certificate of Amendment to the Amended and Restated Articles of Incorporation as of June 2, 1998. | | Form 10-K Annual Report for the year ended December 31, 1998 (see Exhibit 3(A)(3) therein) |
4(d) | | State Auto Financial Corporation’s Amended and Restated Code of Regulations. | | Form 10-K Annual Report for the year ended December 31, 2012 (see Exhibit 3.04 therein) |
4(e) | | First Amendment to State Auto Financial Corporation’s Amended and Restated Code of Regulations. | | Form 10-Q Quarterly Report for the quarter ended September 30, 2010 (see Exhibit 3.05 therein) |
4(f) | | State Auto Financial Corporation 1991 Employee Stock Purchase and Dividend Reinvestment Plan | | 1933 Act Registration Statement No. 33-41423 on Form S-8 (see Exhibit 4(c) therein) |
4(g) | | Amendment No. 1 to State Auto Financial Corporation 1991 Employee Stock Purchase and Dividend Reinvestment Plan. | | 1933 Act Registration Statement No. 333-05755 on Form S-8 (see Exhibit 4(e) therein) |
4(h) | | Amendment No. 2 to State Auto Financial Corporation 1991 Employee Stock Purchase and Dividend Reinvestment Plan. | | 1933 Act Registration Statement No. 333-147333 on Form S-8 (see Exhibit 4(g) therein) |
4(i) | | Amendment No. 3 to State Auto Financial Corporation 1991 Employee Stock Purchase and Dividend Reinvestment Plan. | | 1933 Act Registration Statement No. 333-147333 on Form S-8 (see Exhibit 4(h) therein) |
4(j) | | Amendment No. 4 to State Auto Financial Corporation 1991 Employee Stock Purchase and Dividend Reinvestment Plan. | | Included herein. |
4(k) | | Amendment No. 5 to State Auto Financial Corporation 1991 Employee Stock Purchase and Dividend Reinvestment Plan. | | Included herein. |
4(l) | | Amendment No. 6 to State Auto Financial Corporation 1991 Employee Stock Purchase and Dividend Reinvestment Plan. | | Included herein. |
4(m) | | Amendment No. 7 to State Auto Financial Corporation 1991 Employee Stock Purchase and Dividend Reinvestment Plan. | | Included herein. |
5 | | Opinion of Baker & Hostetler LLP | | Included herein. |
23(a) | | Consent of Baker & Hostetler LLP | | Contained in Exhibit 5. |
23(b) | | Consent of Ernst & Young LLP | | Included herein. |
24(a) | | Powers of Attorney for Robert E. Baker, David J. D’Antoni, Michael J. Fiorile, Eileen A. Mallesch, Thomas E. Marker, David R. Meuse, Robert P. Restrepo, Jr., S. Elaine Roberts and Alexander B. Trevor | | Included herein |
EXHIBIT 4(j)
STATE AUTO FINANCIAL CORPORATION
AMENDMENT NO. 4
TO THE
1991 EMPLOYEE STOCK PURCHASE
AND
DIVIDEND REINVESTMENT PLAN
The State Auto Financial Corporation 1991 Employee Stock Purchase and Dividend Reinvestment Plan (the “Plan”) is hereby amended pursuant to the following provisions:
1. Definitions: For the purposes of the Plan and this amendment, all capitalized terms used in this amendment which are not otherwise defined herein shall have the respective meanings given such terms in the Plan.
2. Eligible Employees: In order to permit individuals employed by an entity acquired by the Company or a related entity, but who are “ineligible employees” under the terms of Plan, to enroll in the Plan in anticipation of and conditioned on, becoming employed by the Company and therefore an eligible employee under the Plan, Subsection (a) of Section III is hereby amended in its entirety to read as follows:
(a) All employees of the Company or its parent or subsidiary corporations, as defined in Section 424 of the Code, are eligible to participate in the Plan (“Eligible Employees”). Notwithstanding the foregoing, an individual who is employed by an entity acquired by the Company or its parent or a subsidiary corporation, shall be deemed to be an Eligible Employee, in anticipation of and conditioned on, becoming an employee of the Company or its parent or a subsidiary corporation, and therefore, an Eligible Employee as of the commencement date of an applicable Subscription Period. Such designation as an Eligible Employee shall be solely for the purpose of the individual’s eligibility to enroll in the Plan during an applicable Enrollment Period prior to the applicable Subscription Period. In the event an individual is not an employee of the Company or its parent or a subsidiary corporation as of the commencement of a Subscription Period, the individual shall not be an Eligible Employee or become a Participant in the Plan.
3. Enrollment and Subscription Periods: In order to align the Plan’s enrollment and subscription periods with the calendar year and provide employees of acquired entities the opportunity to participate in the Plan upon the earliest available enrollment period, Section IV is hereby amended in its entirety to read as follows:
In order to participate in the Plan, an Eligible Employee must enroll in the Plan. Enrollment will take place during the “Enrollment Periods” which shall be from the first through fourteenth day of May and of November of each year commencing with November 1991. Notwithstanding the foregoing, effective June 1, 2008, the Enrollment Periods shall be from the first through fourteenth day of June and December, with the first such revised Enrollment Period to be held on the first through the fourteenth day of December, 2008. In addition, an initial Enrollment Period shall take place commencing with the date of adoption of this Plan through the effective date of the original registration of stock under this Plan with the Securities and Exchange Commission. Any person who is an Eligible Employee and who desires to subscribe for the purchase of stock must file with the Company an authorization for payroll deduction and subscription agreement during an Enrollment Period. Such authorization shall be effective for the immediately following subscription period. There shall be two subscription periods (each a “Subscription Period”) each and every 12 months during the term of this Plan, one period commencing on the first of June and ending on the following November 30, and a second period commencing on the first day of December and ending on the following May 31. Notwithstanding the foregoing, effective June 1, 2008, one Subscription Period shall commence on the first of January and end on the following June 30, and one Subscription Period shall commence on the first of July and end on the following December 31, with such revised Subscription Periods to begin as of January 1, 2009. Further, the period of December 1 through December 31, 2008 shall not be part of any Subscription Period. In addition, an initial stub Subscription Period shall commence upon the first day following completion of the initial Enrollment Period and shall end on the following May 31 or November 30, whichever is earlier. The offering of stock under this Plan shall occur only during a Subscription Period and shall be made only to Eligible Employees who are participants as of the first day of such Subscription Period. Once enrolled, the Company will inform the Trustee of such fact and an Eligible Employee will be a “Participant” under the Plan and shall continue to participate in the Plan for each succeeding Subscription Period until he or she terminates his or her participation or ceases to be an Eligible Employee. If a Participant desires to change his or her rate of contribution he or she may do so effective for the next Subscription Period by filing a new authorization for payroll deduction and subscription agreement with the Company during the Enrollment Period immediately preceding such Subscription Period.
4. Effective Date; Construction: The effective date of this amendment is June 1, 2008, and this amendment shall be deemed to be a part of the plan as of such date. In the event of any inconsistencies between the provisions of the Plan and this amendment, the provisions of this amendment shall control. Except as modified by this amendment, the Plan shall continue in full force and effect without change.
This amendment shall be submitted to the Company’s shareholders for their approval as soon as practicable but in no event later than 12 months after this amendment has been adopted by the Company’s board of directors. If this amendment is not approved by the Company’s shareholders within such 12-month period, this amendment shall automatically become null and void and have no further force or effect, and the Plan shall continue in effect without this amendment.
EXHIBIT 4(k)
STATE AUTO FINANCIAL CORPORATION
AMENDMENT NO. 5
TO THE
1991 EMPLOYEE STOCK PURCHASE
AND
DIVIDEND REINVESTMENT PLAN
The 1991 Employee Stock Purchase and Dividend Reinvestment Plan (the “Plan”) is hereby amended pursuant to the following provisions:
1. Definitions: For the purposes of the Plan and this amendment, all capitalized terms used in this amendment which are not otherwise defined herein shall have the respective meanings given such terms in the Plan.
2. Subscription Price: In order to provide consistency in the measurement of fair market value and expedite processing of share transactions related to the Subscription Period, effective January 1, 2009 the first sentence of Section VII of the Plan is hereby amended in its entirety to read as follows:
The “Subscription Price” for each share of Stock shall be the lesser of (a) 85% of the fair market value of such share on the last trading day before the first day of each Subscription Period (which for purposes of the Plan, shall be deemed to be the date an option is granted), or (b) 85% of the fair market value of such share on the last trading day before the last day of such Subscription Period (which for purposes of the Plan, shall be deemed to be the date an option is exercised).
3. Dividend Reinvestment: In order to provide flexibility to participants regarding the reinvestment of dividends earned on shares under the Plan, effective August 15, 2008 Section X of the Plan is hereby amended in its entirety to read as follows:
Each Participant shall make an election to: (i) have any dividends received on shares held in the Participant’s account automatically reinvested in the Participant’s account; or (ii) receive such dividend amount in a quarterly cash distribution, payable to the Participant. Upon the Participant’s election, cash dividends and other cash distributions received by the Agent, or the Plan’s third party administrator (“TPA”), as applicable, on shares held in its custody hereunder will be credited pro rata to the accounts of the Participants in accordance with their elections and interests in the shares with respect to which the dividends or distributions are paid or made, and will be applied, as soon as practical after the receipt thereof by the Agent or TPA to the purchase in the market place at prevailing market prices of the number of shares of the Company’s common stock which can be purchased with such funds, after deduction of any bank service fees, brokerage charges and transfer taxes payable in connection with the purchase of such shares. All purchases of shares pursuant to this section will be made in the name of the Agent or TPA or its nominee, shall be held as provided in Section IX and shall be credited pro rata (to the nearest one one-thousandth of a share) to the accounts of the Participants to which the dividend or other distribution was credited. Dividends paid in shares of the Company’s common stock which are received by the Agent or TPA with respect to shares held in its custody hereunder will be allocated to the Participants (to the nearest one one-thousandth of a share) in accordance with their elections and interests in the shares with respect to which the dividends are paid. Property, other than shares of the Company’s common stock or cash, received by the Agent or TPA as a distribution on shares held in its custody hereunder, shall be sold by the Agent or TPA for the accounts of the Participants, and the Agent or TPA shall treat the proceeds of such sale in the same manner as cash dividends received by the Agent or TPA on shares held in its custody hereunder. It is understood that the election to reinvest dividends under the Plan does not relieve the Participant of any income tax which may be payable on such dividends. The Agent or TPA shall report to each Participant the amount of dividends credited to his or her account, if any.
4. Effective Dates; Construction: This amendment shall be deemed to be a part of the Plan as of such effective dates reflected above. In the event of any inconsistencies between the provisions of the Plan and this amendment, the provisions of this amendment shall control. Except as modified by this amendment, the Plan shall continue in full force and effect without change.
EXHIBIT 4(l)
STATE AUTO FINANCIAL CORPORATION
AMENDMENT NO. 6
TO THE
1991 EMPLOYEE STOCK PURCHASE
AND
DIVIDEND REINVESTMENT PLAN
The 1991 Employee Stock Purchase and Dividend Reinvestment Plan (the "Plan") is hereby amended pursuant to the following provisions:
1. Definitions: For the purposes of the Plan and this amendment, all capitalized terms used in this amendment which are not otherwise defined herein shall have the respective meanings given such terms in the Plan.
2. Sale of Shares: In order to provide for consistent ownership of shares for a reasonable period of time, effective January 1, 2010, Section XII of the Plan is hereby amended by adding a new last paragraph to read as follows:
Notwithstanding the foregoing, effective for Subscription Periods beginning on or after January 1, 2010, and subject to the provisions of Section XIX, an active employee Participant may at any time and without withdrawing from the Plan, by giving written notice to the Agent, direct the Agent to sell all or part of the shares held on behalf of such Participant subject to the requirement that such shares be held in the Participant's Plan Account for a period of at least one year from the date of purchase or 18 months from the last trading day preceding the Subscription Period (the "Grant Date").
3. Withdrawal from the Plan: In order to provide for consistent ownership of shares for a reasonable period of time, effective January 1, 2010, Section XIII of the Plan is hereby amended by adding a new last paragraph to read as follows:
Notwithstanding the foregoing, effective January 1, 2010, and subject to the provisions of Section XIX, an active employee Participant may at any time withdraw from the Plan by giving written notice to the Agent. Such notice shall indicate the Participant's election to receive either common stock or cash for the full number of shares of common stock in the Participant's Plan Account, subject to the requirement that such shares be held in the Participant's Plan Account for a period of at least one year from the date of purchase or 18 months from the Grant Date.
4. Administration: In order to clarify the means of providing elections and participant direction to the Company, Committee, Agent or any of their designees, Section XVIII is hereby amended by adding a new last paragraph to read as follows:
The Committee may include in any process or procedure for administering the Plan, the use of alternative media, including, but not limited to, telephonic, facsimile, computer or other such electronic means as available. Use of such alternative media shall be deemed to satisfy any Plan provision requiring a "written" document or an instrument to be signed "in writing" to the extent permissible under the Code and applicable regulations.
5. Effective Date; Construction: This amendment shall be deemed to be a part of the Plan as of such effective date reflected above. In the event of any inconsistencies between the provisions of the Plan and this amendment, the provisions of this amendment shall control. Except as modified by this amendment, the Plan shall continue in full force and effect without change.
EXHIBIT 4(m)
STATE AUTO FINANCIAL CORPORATION
AMENDMENT NO. 7
TO THE
1991 EMPLOYEE STOCK PURCHASE
AND
DIVIDEND REINVESTMENT PLAN
The 1991 Employee Stock Purchase and Dividend Reinvestment Plan (the “Plan”) is hereby amended pursuant to the following provisions:
1. Definitions: For the purposes of the Plan and this amendment, all capitalized terms used in this amendment which are not otherwise defined herein shall have the respective meanings given such terms in the Plan.
2. Shares Subject to the Plan: As of May 1, 2007, the total number of common shares available for sale under the Plan was 3,400,000. In order to increase the number of common shares, without par value, available for sale under the Plan, the first sentence of Section VI of the Plan is hereby amended to read in its entirety as follows:
The total number of shares to be available under Section IX of the Plan is 3,650,000 common shares, without par value, of the Company (“Stock”) which may be authorized but unissued shares or issued shares reacquired by the Company and held as treasury shares.
3. Effective Dates; Construction: The effective date of this amendment is May 8, 2015; and this amendment shall be deemed to be a part of the Plan as of such date. In the event of any inconsistencies between the provisions of the Plan and this amendment, the provisions of this amendment shall control. Except as modified by this amendment, the Plan shall continue in full force and effect without change.
This amendment shall be submitted to the Company’s shareholders for their approval as soon as practicable but in no event later than 12 months after this amendment has been adopted by the Company’s board of directors. If this amendment is not approved by the Company’s shareholders within such 12-month period, this amendment shall automatically become null and void and have no further force or effect, and the Plan shall continue in effect without this amendment.
EXHIBIT 5
OPINION OF
BAKER & HOSTETLER LLP
65 East State Street
Suite 2100
Columbus, Ohio 43215
August 6, 2015
State Auto Financial Corporation
518 East Broad Street
Columbus, Ohio 43215
Ladies and Gentlemen:
We have acted as counsel to State Auto Financial Corporation, an Ohio corporation (the “Company”), in connection with its Registration Statement on Form S-8 (the “Registration Statement”) being filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, to register 250,000 Common Shares, without par value, of the Company (the “Shares”) for offer and sale under, and pursuant to, the Company's 1991 Employee Stock Purchase and Dividend Reinvestment Plan, as amended (the “Plan”).
In connection therewith, we have examined the Company's Amended and Restated Articles of Incorporation and Amended and Restated Code of Regulations, each as in effect on the date hereof, and the records, as exhibited to us, of the corporate proceedings of the Company; a copy of the Plan; and such other documents and records as we have considered necessary for purposes of this opinion. In rendering this opinion, we have assumed the genuineness, without independent investigation, of all signatures on all documents examined by us, the conformity to original documents of all documents submitted to us as certified or facsimile copies, and the authenticity of all such documents.
Based upon the foregoing, we are of the opinion that the Shares, when sold and paid for in the manner contemplated by the Plan, will have been validly issued and will be fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration Statement.
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| Very truly yours, |
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| /s/ Baker & Hostetler LLP |
| BAKER & HOSTETLER LLP |
EXHIBIT 23(a)
CONSENT OF BAKER & HOSTETLER LLP
Contained in Exhibit 5.
EXHIBIT 23(b)
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the 1991 Employee Stock Purchase and Dividend Reinvestment Plan, as amended, of State Auto Financial Corporation of our reports dated March 3, 2015, with respect to the consolidated financial statements and schedules of State Auto Financial Corporation and the effectiveness of internal control over financial reporting of State Auto Financial Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.
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/s/ Ernst & Young LLP | | |
Columbus, Ohio | | |
August 6, 2015 | | |
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EXHIBIT 24(a)
STATE AUTO FINANCIAL CORPORATION
POWER OF ATTORNEY
For Form S-8 Registration Statements
The undersigned, a director of State Auto Financial Corporation, an Ohio corporation (the “Company”), hereby constitutes and appoints Michael E. LaRocco and Steven E. English, and each of them, my true and lawful attorneys-in-fact and agents, with full power to act without the other, with full power of substitution and resubstitution, for me and in my name, place, and stead, in my capacity as director or officer of the Company, to execute any and all of the Company's Registration Statements on Form S-8, and any and all amendments thereto (including post-effective amendments), to register under the Securities Act of 1933, as amended (the “Securities Act”), any Common Shares, without par value, of the Company for sale under, and pursuant to, any and all of the Company's current or hereafter adopted or approved stock option plans or other “employee benefit plans” (as such term is defined under Rule 405 promulgated under the Securities Act), as such plans are currently amended or shall hereafter be amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
The undersigned has executed and delivered this Power of Attorney on the date set forth below.
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Robert P. Restrepo, Jr. | | Director and Chairman | | August 6, 2015 |
Robert P. Restrepo, Jr. | | Position (s) with the Company | | Date |
| | | | |
Robert E. Baker | | Director | | August 6, 2015 |
Robert E. Baker | | Position (s) with the Company | | Date |
| | | | |
David J. D’Antoni | | Director | | August 6, 2015 |
David J. D’Antoni | | Position (s) with the Company | | Date |
| | | | |
Michael J. Fiorile | | Director | | August 6, 2015 |
Michael J. Fiorile | | Position (s) with the Company | | Date |
| | | | |
Eileen A. Mallesch | | Director | | August 6, 2015 |
Eileen A. Mallesch | | Position (s) with the Company | | Date |
| | | | |
Thomas E. Markert | | Director | | August 6, 2015 |
Thomas E. Markert | | Position (s) with the Company | | Date |
| | | | |
David R. Meuse | | Director | | August 6, 2015 |
David R. Meuse | | Position (s) with the Company | | Date |
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S. Elaine Roberts | | Director | | August 6, 2015 |
S. Elaine Roberts | | Position (s) with the Company | | Date |
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Alexander B. Trevor | | Director | | August 6, 2015 |
Alexander B. Trevor | | Position (s) with the Company | | Date |
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