As filed with the Securities and Exchange Commission on June 22, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE HANOVER INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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04-3263626 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
440 Lincoln Street Worcester, Massachusetts 01653 (Address of Principal Executive Offices) (Zip Code) |
The Hanover Insurance Group 2023 Employee Stock Purchase Plan
(Full title of the plan)
Dennis F. Kerrigan
Executive Vice President, Chief Legal Officer
The Hanover Insurance Group, Inc.
440 Lincoln Street
Worcester, MA 01653
(508) 855-1000
(Name, address, and telephone number, including area code, of agent for service)
Please send a copy of all communications to:
Zachary Blume
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
(617) 951-7000
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As permitted by Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants of The Hanover Insurance Group 2023 Employee Stock Purchase Plan as required by Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We incorporate by reference herein the following documents filed by The Hanover Insurance Group, Inc. (the “Registrant”) with the Securities and Exchange Commission (“SEC”):
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference from the date of filing of such documents. Any statement contained herein or 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 subsequently filed document which also is incorporated or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
The Registrant is incorporated under the laws of the State of Delaware. Section 145 (“Section 145”) of the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the “General Corporation Law”), inter alia, provides that a Delaware corporation may indemnify any persons who were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. In addition, the statutes of Delaware contain provisions to the general effect that any director shall in the performance of his duties be fully protected in relying in good faith upon the books of account or records of the corporation or statements prepared by any official of the corporation.
Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.
The Registrant’s certificate of incorporation provides that the Registrant shall indemnify and upon request shall advance expenses to its directors and officers to the full extent permitted by the laws of the State of Delaware; provided, however, that the Registrant is not required to indemnify a person in connection with an action that was initiated by or on behalf of the person. The Registrant’s certificate of incorporation provides that the Registrant’s directors and officers shall not be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that the exculpation from liabilities is not permitted under the General Corporation Law as in effect at the time such liability is determined.
The Registrant also carries standard directors’ and officers’ liability insurance covering its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit |
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4.1 |
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4.2 |
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5.1* |
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23.1* |
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23.2* |
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. |
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24* |
Power of Attorney. Set forth on the signature page of this Registration Statement. |
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99.1 |
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107* |
* Filed herewith.
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Item 9. Undertakings.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
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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 Worcester, Commonwealth of Massachusetts on this 22nd day of June, 2023.
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THE HANOVER INSURANCE GROUP, INC. |
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By: |
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/s/ John C. Roche |
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Name: John C. Roche |
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Title: President, Chief Executive Officer and Director |
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints John C. Roche, Jeffrey M. Farber, Dennis F. Kerrigan and Warren E. Barnes, and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by The Hanover Insurance Group, Inc. 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 full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, 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/ John C. Roche John C. Roche |
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President, Chief Executive Officer and Director (Principal Executive Officer) |
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June 22, 2023 |
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/s/ Jeffrey M. Farber Jeffrey M. Farber |
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Executive Vice President, Chief Financial Officer (Principal Financial Officer) |
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June 22, 2023 |
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/s/ Warren E. Barnes Warren E. Barnes |
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Senior Vice President, Corporate Controller (Principal Accounting Officer) |
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June 22, 2023 |
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/s/ Cynthia L. Egan Cynthia L. Egan |
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Chair of the Board of Directors |
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June 22, 2023 |
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/s/ Francisco A. Aristeguieta Francisco A. Aristeguieta |
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Director |
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June 22, 2023 |
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/s/ Kevin J. Bradicich Kevin J. Bradicich |
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Director |
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June 22, 2023 |
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/s/ Theodore H. Bunting, Jr. |
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Director |
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June 22, 2023 |
Theodore H. Bunting, Jr. |
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/s/ Jane D. Carlin |
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Director |
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June 22, 2023 |
Jane D. Carlin |
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/s/ J. Paul Condrin III |
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Director |
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June 22, 2023 |
J. Paul Condrin III |
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/s/ Martin P. Hughes |
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Director |
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June 22, 2023 |
Martin P. Hughes |
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/s/ Kathleen S. Lane Kathleen S. Lane |
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Director |
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June 22, 2023 |
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/s/ Joseph R. Ramrath Joseph R. Ramrath |
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Director |
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June 22, 2023 |
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/s/ Elizabeth A. Ward Elizabeth A. Ward |
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Director |
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June 22, 2023 |
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Exhibit 5.1
ROPES & GRAY LLP
PRUDENTIAL TOWER
800 BOYLSTON STREET
BOSTON, MA 02199-3600
WWW.ROPESGRAY.COM
June 22, 2023
The Hanover Insurance Group, Inc.
440 Lincoln Street
Worcester, Massachusetts 01653
Ladies and Gentlemen:
This opinion letter is furnished to you in connection with the registration statement on Form S-8 (the “Registration Statement”) filed by The Hanover Insurance Group, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 1,250,000 shares of the common stock, $0.01 par value per share, of the Company (the “Shares”). The Shares are issuable under the Company’s 2023 Employee Stock Purchase Plan (the “Plan”).
We are familiar with the actions taken by the Company in connection with the adoption of the Plan. We have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.
The opinions expressed below are limited to the Delaware General Corporation Law.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ Ropes & Gray LLP
Ropes & Gray LLP
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of The Hanover Insurance Group, Inc. of our report dated February 23, 2023 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in The Hanover Insurance Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022.
/s/ PricewaterhouseCoopers LLP
Boston, MA
June 22, 2023
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Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
The Hanover Insurance Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered(1) |
Proposed Maximum Offering Price Per Share(3) |
Maximum Aggregate Offering Price(3) |
Fee Rate |
Amount of Registration Fee(3) |
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Equity |
Common Stock, $0.01 par value per share |
457(c) and 457(h) |
1,250,000(2) |
$101.70 |
$127,125,000 |
0.00011020 |
$14,009 |
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Total Offering Amounts |
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$127,125,000 |
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$14,009 |
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Total Fee Offsets |
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— |
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Net Fee Due |
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$14,009 |
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(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares of Common Stock as may be issued to prevent dilution from stock splits, stock dividends and similar transactions. |
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(2) |
Represents shares of Common Stock reserved for issuance pursuant to future awards under the Registrant’s 2023 Employee Stock Purchase Plan (the “2023 ESPP”). |
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(3) |
Pursuant to Rules 457(c) and 457(h) under the Securities Act, the registration fee was computed on the basis of 90% of the average of the high and low prices of a share of the Registrant’s common stock on the New York Stock Exchange on June 21, 2023. Under the 2023 ESPP, the purchase price of a share of common stock is equal to 85% (or such greater percentage specified by the 2023 ESPP’s administrator to the extent permitted under Section 423) of one of the following, as selected by the 2023 ESPP’s administrator prior to the commencement of the relevant option period: (i) the fair market value of a share of the Registrant’s common stock on the grant date; (ii) the fair market value of a share of the Registrant’s common stock on the exercise date; or (iii) the lesser of (i) and (ii). |