S-8 POS

As filed with the Securities and Exchange Commission on April 26, 2013

Registration No. 333-104469

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

EMC INSURANCE GROUP INC.

 (Exact name of Registrant as specified in its charter)

Iowa	42-6234555
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

717 Mulberry Street

Des Moines, Iowa 50309

(515) 345-2450

(Address of principal executive office, including zip code)

2003 Employers Mutual Casualty Company

Non-Employee Director Stock Option Plan

(Full Title of Plan)

Richard W. Hoffmann

EMC Insurance Group Inc.

717 Mulberry Street

Des Moines, Iowa 50309

(515) 345-2450

(Name, address and telephone number, including area code of agent for service)

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller Reporting Company	¨

DEREGISTRATION OF SECURITIES

EMC Insurance Group Inc., an Iowa corporation (the “Company”), is filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, Registration No. 333-104469, filed with the Securities and Exchange Commission on April 11, 2003 (the “Registration Statement”) which registered 200,000 shares of the Company’s common stock to be issued in connection with the 2003 Employers Mutual Casualty Company Non-Employee Director Stock Option Plan (the “Plan”).

All outstanding options granted under the Plan have now expired and no further options may be granted due to the expiration of the term of the Plan.  Consequently, the Company will no longer be issuing shares in connection with the Plan.  In accordance with the undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the shares which remain unsold at the termination of the offering, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement pursuant to Rule 478 under the Securities Act of 1933 to hereby remove from registration 148,204 shares that have been registered for issuance under the Registration Statement, but which remain unsold as of the date of this Post-Effective Amendment No. 1.

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 the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Des Moines, State of Iowa, on April 26, 2013.

EMC INSURANCE GROUP INC.
By:	/S/    Bruce G. Kelley
Name:	Bruce G. Kelley
Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons on April 26, 2013 in the capacities indicated.

/s/ Bruce G. Kelley

President, Chief Executive Officer, and Director

(Principal Executive Officer)

/s/ Mark E. Reese

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

/s/ Mark E. Reese

George C. Carpenter III, Director*

/s/ Mark E. Reese

Stephen A. Crane, Director*

/s/ Mark E. Reese

Jonathan R. Fletcher, Director*

/s/ Mark E. Reese

Robert L. Howe, Director*

/s/ Mark E. Reese

Gretchen H. Tegeler, Director*

*By Power of Attorney

EX-24

EXHIBIT 24

POWER OF ATTORNEY

KNOW EVERYONE BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, jointly and severally, Bruce G. Kelley and Mark E. Reese, or either of them (with full power to each of them to act alone), as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution and resubstitution, for him or her in any and all capacities related to signing and filing of a post-effective amendment related to the Registration Statement associated with the 2003 Employers Mutual Casualty Company Non-Employee Director Stock Option Plan (for purposes of terminating such Registration Statement and de-registering any remaining unsold securities), and to file the same, with all exhibits thereto and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any state securities regulatory authority, granting unto such 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 connection therewith and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 4th day of March, 2013.

/s/ George C. Carpenter III

George C. Carpenter III, Director

/s/ Stephen A. Crane

Stephen A. Crane, Director

/s/ Jonathan R. Fletcher

Jonathan R. Fletcher, Director

/s/ Robert L. Howe

Robert L. Howe, Director

/s/ Bruce G. Kelley

Bruce G. Kelley, President, Chief

Executive Officer and Director

/s/ Gretchen H. Tegeler

Gretchen H. Tegeler, Director

March 4, 2013.