As filed with the Securities and Exchange Commission on May 4, 2007

Registration No. 333-                                        

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Donegal Group Inc.

Delaware		23-2424711
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification no.)

1195 River Road, Marietta, Pennsylvania		17547
(Address of principal executive offices)		(Zip code)

Donegal Group Inc.

Donegal Group Inc.

Donegal Group Inc.

(Full title of the plans)

Donald H. Nikolaus
President and Chief Executive Officer
Donegal Group Inc.
1195 River Road
Marietta, Pennsylvania 17547

(888) 877-0600

Copy to:
Frederick W. Dreher, Esq.
John W. Kauffman, Esq.
Duane Morris LLP
30 South 17th Street
Philadelphia, PA 19103
(215) 979-1234

CALCULATION OF REGISTRATION FEE

Proposed

maximum

Proposed maximum

offering

aggregate

Amount of

Title of securities

Amount to be

price

offering

registration

to be registered

registered (1)

per share(2)

price(2)

fee

Class A common stock, $0.01 par value

5,233,333 shares

$15.225

$79,677,494.92

$2,446.10

 

 

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.		Incorporation of Documents by Reference.

          The following documents that we have filed with the SEC (File No. 0-15341) are incorporated by reference into this registration statement:

	•		Our annual report on Form 10-K for the fiscal year ended December 31, 2006;
	•		Our quarterly report on Form 10-Q for the quarter ended March 31, 2007;
	•		Our current reports on Form 8-K filed on April 19, 2007 and April 20, 2007, except that Items 2.02 and 9.01 contained in the latter report are not incorporated by reference into this registration statement; and
	•		The description of our Class A common stock contained in our registration statement on Form 8-A, filed with the SEC on April 12, 2001, and any amendment or report filed for the purpose of updating such description.

          All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, or the Exchange Act, after the date of this registration statement and until the offering under this registration statement is completed will be deemed to be incorporated by reference into this registration statement and will be a part of this registration statement from the date of the filing of the document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this registration statement will be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or in any other subsequently filed document that also is or is deemed to be incorporated by reference into this registration statement conflicts with, negates, modifies or supersedes that statement. Any statement that is modified or superseded will not constitute a part of this registration statement, except as modified or superseded.

Item 4.		Description of Securities.

          No answer to this item is required because the class of securities to which this registration statement relates is registered under Section 12 of the Exchange Act.

Item 5.		Interests of Named Experts and Counsel.

          Certain legal matters with respect to the validity of the shares of Class A common stock registered under this registration statement will be passed upon for us by Duane Morris LLP. Frederick W. Dreher, who is of counsel to Duane Morris LLP, is a member of the board of directors of our parent, Donegal Mutual Insurance Company. Mr. Dreher is the

beneficial owner of 41,336 shares of our Class A common stock and 23,664 shares of our Class B common stock.

Item 6.		Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation Law, the law of the state under which we were organized, empowers a corporation, subject to certain limitations, to indemnify its officers and directors against expenses, including attorneys’ fees, judgments, fines and certain settlements, actually and reasonably incurred by them in any suit or proceeding to which they are parties as long as they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to a criminal action or proceeding, as long as they had no reasonable cause to believe their conduct to be unlawful.

          Our by-laws provide that we shall indemnify to the fullest extent authorized by law any person made, or threatened to be made, a party to any action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact he, his testator or his intestate is or was a director, officer, employee or agent of us or served or serves any other enterprise at our request.

          Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.		Exemption from Registration Claimed.

          Not applicable.

Item 8.		Exhibits.

Exhibit No.		Description of Exhibit
5.1		Opinion of Duane Morris LLP
23.1		Consent of Independent Registered Public Accounting Firm (filed herewith).
23.2		Consent of Duane Morris LLP (included in Exhibit 5.1)

Item 9.		Undertakings.

          We hereby undertake:

          (a) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement 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 statement;

          (b) 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; and

          (c) 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.

     We hereby further undertake that, for purposes of determining any liability under the Securities Act, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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.

     We hereby further undertake that, insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have 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 us of expenses incurred or paid by any of our directors, officers or controlling persons 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, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us 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 Marietta, Pennsylvania, on May 4, 2007.

		DONEGAL GROUP INC.
		By:		/s/ Donald H. Nikolaus
				Donald H. Nikolaus
				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 and on the dates indicated.

Signature		Title		Date
/s/ Donald H. Nikolaus   Donald H. Nikolaus		President, Chief Executive  Officer and Director (principal executive officer)		May 4, 2007
/s/ Jeffrey D. Miller   Jeffrey D. Miller		Senior Vice President and  Chief Financial Officer (principal financial and accounting officer)		May 4, 2007
/s/ Robert S. Bolinger   Robert S. Bolinger		Director		May 4, 2007
/s/ Patricia A. Gilmartin   Patricia A. Gilmartin		Director		May 4, 2007
/s/ Philip H. Glatfelter, II   Philip H. Glatfelter, II		Director		May 4, 2007

Signature		Title		Date
/s/ John J. Lyons   John J. Lyons		Director		May 4, 2007
/s/ Jon M. Mahan   Jon M. Mahan		Director		May 4, 2007
/s/ S. Trezevant Moore, Jr.   S. Trezevant Moore, Jr.		Director		May 4, 2007
/s/ R. Richard Sherbahn   R. Richard Sherbahn		Director		May 4, 2007
/s/ Richard D. Wampler, II   Richard D. Wampler, II		Director		May 4, 2007

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
5.1		Opinion of Duane Morris LLP
23.1		Consent of Independent Registered Public Accounting Firm (filed herewith).
23.2		Consent of Duane Morris LLP (included in Exhibit 5.1)