SELECTIVE INSURANCE GROUP, INC. 2005 OMNIBUS STOCK PLAN

(Full Title of the Plan)

 

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Michael H. Lanza

Executive Vice President and General Counsel

SELECTIVE INSURANCE GROUP, INC.

40 Wantage Avenue

Branchville, New Jersey 07890

 (Name and Address of Agent For Service)

(973) 948-3000

(Telephone Number, Including Area Code, of Agent for Service)  

 

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Copies to:

Laurie A. Cerveny

Bingham McCutchen LLP

One Federal Street

Boston, Massachusetts 02110

 

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

 

Large accelerated filer   x		Accelerated filer   ¨		Non-accelerated filer   ¨		Smaller reporting company   ¨
				(Do not check if a smaller  reporting company)

 

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
Common Stock, $2.00 par value			3,400,000			$	15.62	(2)		$	53,108,000			$	3,786.60

 

(1)  For purposes of calculating the registration fee, the maximum number of shares to be registered hereunder is used.  The actual number of shares of common stock to be registered hereunder is equal to 3,400,000 less that number of shares of common stock issuable under the Selective Insurance Group, Inc. 2005 Omnibus Stock Plan (the “2005 Omnibus Plan”) on April 28, 2010.  This Registration Statement, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), covers an indeterminate number of additional shares of common stock with respect to the shares registered hereunder in the event of a stock split, stock dividend, or similar transaction.

(2)  The proposed maximum offering price has been estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee.  It is not known how many of these shares will be purchased or at what price.  The estimate of the proposed maximum aggregate offering price has been calculated based on the offering of the maximum number of shares to be registered hereunder pursuant to the grant of awards under the 2005 Omnibus Plan, exercisable for all of such shares, at an exercise price of $15.62 per share, which is the average of the high and low prices of Selective’s common stock as listed on the NASDAQ Global Select Market on August 6, 2010.

Pursuant to Rule 429 promulgated under the Securities Act, the prospectus relating to this Registration Statement is a combined prospectus that relates also to the registration statement on Form S-8 (File No. 333-125451) previously filed by the registrant on June 2, 2005.  Such previous registration statement is incorporated herein by reference.

 

 

 

 

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