Edgar Filing: NAVIGATORS GROUP INC

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As filed with the Securities and Exchange Commission on June 20, 2003

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

THE NAVIGATORS GROUP, INC.
(exact name of registrant as specified in its charter)

Delaware		13-3138397
(state or other jurisdiction of incorporation or organization)		(I.R.S employer identification number)
One Penn Plaza New York, New York 10119 (address of principal executive offices)

The Navigators Group, Inc. Employee Stock Purchase Plan
(full title of the plan or agreement)

Bradley D. Wiley
Senior Vice President, Chief Financial Officer
and Secretary
The Navigators Group, Inc.
Reckson Executive Park
6 International Drive
Rye Brook, N.Y. 10573
(914) 934-8999
(name, address and telephone number of agent for service)

Copy to:
Marc M. Tract, Esq.
Katten Muchin Zavis Rosenman
575 Madison Avenue
New York, New York 10022
(212) 940-8800

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, par value $0.10 per share	200,000 shares	$27.49	$5,498,000	$445

(1): Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be issued pursuant to the Stock Purchase Plan listed above as the result of any future stock split, stock dividend or similar adjustment of the Common Stock.
(2): Estimated solely for the purpose of calculating the registration fee; computed, pursuant to Rule 457(c), upon the basis of the average of the high and low prices of the Common Stock on the Nasdaq National Market on June 18, 2003.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Part II, Item 3, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The Navigators Group, Inc. (the "Company") is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance therewith, files reports and other information with the Commission. The following documents, or portions thereof, filed by the Company with the Commission pursuant to the Exchange Act are incorporated by reference in this Registration Statement:

a. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, filed with the Commission on March 31, 2003;

b. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, filed with the Commission on May 15, 2003;

c. The Company's Current Report on Form 8-K filed with the Commission on May 16, 2003; and

d. The description of the Company's common stock, par value $0.10 per share, under the caption "Description of Capital Stock" contained in the Company's Registration Statement on Form S-1 (Registration No. 33-5667) filed with the Commission on May 13, 1986, as amended, and incorporated by reference into the Company's Registration Statement on Form 8-A filed with the Commission on May 20, 1987, and any further amendments thereto.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment hereto indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part of this Registration Statement from the respective dates of filings of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Marc M. Tract, a partner of Katten Muchin Zavis Rosenman, New York, New York, which serves as counsel to the Company, is a director of the Company and is the owner of 6,222 shares of the Company's common stock. Mr. Tract may be deemed to have beneficial ownership of 1,005,248 shares of the Company's common stock, as trustee under certain instruments of trust for the benefit of Terence N. Deeks' children and grandchildren. Mr. Deeks is the Company's Chairman.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a Delaware corporation may indemnify any person who is, or is threatened to be made, a party 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 unlawful. Section 145 also provides that a Delaware corporation may indemnify any person who was or is a party, or is threatened to be

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made a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or enterprise 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) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, 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 interest, except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred.

Section 145 of the DGCL also provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation against any liability asserted against the person in any such capacity, or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of the law.

Article Seventh of the Company's Restated Certificate of Incorporation, as amended, provides that the Company shall indemnify all persons who it may indemnify to the full extent allowable under the DGCL.

Article V, Section 10 of the Company's Bylaws provides that the Company shall indemnify any person who is a party to any action, suit, or proceeding by reason of the fact that he, his testator or intestate, is or was a director, officer or employee of the Company or of any company which he served as such at the Company's request, against reasonable expenses (including attorneys' fees) actually and necessarily incurred by him in connection with the defense of such action, suit, or proceeding, or in connection with the appeal thereof, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties.

The Company's Bylaws further provide that the indemnification described therein is not exclusive, and shall not exclude any other rights to which those seeking to be indemnified may be entitled under law.

In addition, the Company maintains directors' and officers' liability insurance under which the Company's directors and officers are insured against loss (as defined in the policy) as a result of claims brought against them for their wrongful acts in such capacities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

Exhibit No.		Description
4.1		Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-8 filed on July 26, 2002 (Registration No. 333-97183)
4.2		Certificate of Amendment to the Certificate of Incorporation of the Company.(Incorporated by reference to Exhibit 4.2 of the Company's Registration Statement on Form S-8 filed on July 26, 2002 (Registration No. 333-97183)
4.3		Bylaws of the Company. (Incorporated by reference to Exhibit 3.3 of The Navigators Group, Inc.'s Registration Statement on Form S-1 filed on May 13, 1986 (Registration No. 33-5667).
4.4*		Specimen of Common Stock certificate, par value $.10 per share, of the Company.
5*		Opinion of Katten Muchin Zavis Rosenman.
23.1*		Independent Auditors' Consent.
23.2*		Consent of Katten Muchin Zavis Rosenman (Included in Exhibit 5 above).
24*		Power of Attorney (Included on page II-5).

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99.1*

The Navigators Group, Inc. Employee Stock Purchase Plan as amended.

*: Filed herewith

ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes

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

(i): To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(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 statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and 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 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.

(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; and

(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.

(b) The undersigned 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 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 this 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.

(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 foregoing provisions, 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.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company 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 New York, State of New York, on this 20th day of June, 2003.

		THE NAVIGATORS GROUP, INC.
		BY:	/s/ BRADLEY D. WILEY Name: Bradley D. Wiley Title: Senior Vice President, Chief Financial Officer and Secretary

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POWER OF ATTORNEY

Each of the undersigned hereby constitutes and appoints Stanley A. Galanski and Bradley D. Wiley, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his 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 relating to the securities offered pursuant hereto and to file the same, together will all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary or advisable, 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 he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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/ TERENCE N. DEEKS	Chairman	June 20, 2003
Terence N. Deeks
/s/ STANLEY A. GALANSKI	Director, President and Chief Executive	June 20, 2003
Stanley A. Galanski	Officer (Principal Executive Officer)
/s/ BRADLEY D. WILEY	Senior Vice President, Chief Financial	June 20, 2003
Bradley D. Wiley	Officer and Secretary (Principal Financial Officer)
/s/ SALVATORE A. MARGARELLA	Vice President and Treasurer (Principal	June 20, 2003
Salvatore A. Margarella	Accounting Officer)
/s/ PETER A. CHENEY	Director	June 20, 2003
Peter A. Cheney
/s/ ROBERT W. EAGER, JR.	Director	June 20, 2003
Robert W. Eager, Jr.
/s/ LEANDRO S. GALBAN, JR.	Director	June 20, 2003
Leandro S. Galban, Jr.
/s/ MARC M. TRACT	Director	June 20, 2003
Marc M. Tract
/s/ GEORGE T. VAN GILDER	Director	June 20, 2003
George T. Van Gilder
/s/ ROBERT F. WRIGHT	Director	June 20, 2003
Robert F. Wright

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PART I
PART II
SIGNATURES
POWER OF ATTORNEY