As filed with the Securities and Exchange Commission on June 10, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERISAFE, INC.
(Exact name of registrant as specified in its charter)
| Texas | 75-2069407 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
2301 Highway 190 West
DeRidder, Louisiana 70634
(Address, including zip code, of registrant’s principal executive offices)
Non-Employee Director Restricted Stock Plan, as amended and restated
(Full title of Plan)
Kathryn H. Shirley
Executive Vice President, Chief Administrative Officer and Secretary
2301 Highway 190 West
DeRidder, Louisiana 70634
(337) 463-9052
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Kelly C. Simoneaux
Alexandra C. Layfield
Jones Walker LLP
201 St. Charles Avenue, Suite 5100
New Orleans, LA 70170-5100
(504) 582-8000
Indicate by 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.
| Large Accelerated Filer | ☒ | Accelerated Filer | ☐ | |||
| Non-Accelerated Filer | ☐ | Smaller Reporting Company | ☐ | |||
| Emerging Growth Company | ☐ | |||||
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. ☐
EXPLANATORY NOTE
AMERISAFE, Inc. (the “Company” or the “registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register 50,000 additional shares of its Common Stock, par value $0.01 per share (the “Common Stock”), for issuance under the Company’s Non-Employee Director Restricted Stock Plan, as amended and restated effective June 6, 2025, which are securities of the same class and relate to the same benefit plan as those shares of Common Stock registered on the Company’s registration statements on Forms S-8, filed with the Securities and Exchange Commission (the “SEC”) on August 3, 2018 (Registration No. 333-226584), November 5, 2010 (Registration No. 333-170392) and November 29, 2005 (Registration No. 333-129980), each of which is incorporated by reference into this Registration Statement in accordance with General Instruction E to Form S-8, except to the extent modified by this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Documents containing the information required by Part I of this Registration Statement will be sent or given to participants in the Plan in accordance with Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the Note to Part I of Form S-8, such documents are not filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, files reports, proxy statements and other information with the SEC. The following documents, which are on file with the SEC, are incorporated by reference into this Registration Statement:
| • | The Company’s Annual Report on Form 10-K for the year ended December 31, 2024; |
| • | The Company’s Quarterly Report[s] on Form 10-Q for the period ended March 31, 2025; |
| • | The Company’s Current Reports on Form 8-K filed with the Commission on February 26, 2025, April 29, 2025 and June 9, 2025 (in all cases other than information furnished rather than filed pursuant to any such form); and |
| • | The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A, filed with the SEC on September 9, 2005, and all amendments and reports filed with the SEC for the purpose of updating such description. |
All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement. Notwithstanding the foregoing, and except as otherwise provided in the relevant filing with the SEC, the Company is not incorporating by reference any documents, portions of documents, or other information deemed to have been “furnished” and not “filed” in accordance with SEC rules.
Item 6. Indemnification of Officers and Directors
The Company’s certificate of formation and bylaws provide that, to the fullest extent permitted by the Texas Business Organizations Code, as amended (the “TBOC”), and any other applicable law, no director of the Company shall be personally liable to the Company or its shareholders for any act or omission occurring in the performance of the director’s duties as a director of the Company.
Under Section 8.101 of the TBOC, subject to the procedures and limitations stated therein, the Company may indemnify a director or officer (a “governing person”) who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the governing person is or was a governing person of the Company or serving in such capacity with respect to another entity at the Company’s request, against judgments, court costs, penalties, excise and similar taxes, fines, settlements, and reasonable attorneys’ fees actually incurred by the governing person in connection with the proceeding if it is determined that the governing person seeking indemnification:
| • | acted in good faith; |
| • | reasonably believed, when acting in his or her official capacity, that his or her conduct was in the best interests of the Company, and, when not acting in such capacity, believed that his or her conduct was not opposed to the best interests of the Company; and |
| • | in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. |
The Company is required by Section 8.051 of the TBOC to indemnify a governing person against reasonable expenses actually incurred by the governing person in connection with a proceeding in which the governing person is a named defendant or respondent because the governing person is or was in that position if the governing person has been wholly successful, on the merits or otherwise, in the defense of the proceeding. The TBOC prohibits the Company from indemnifying a governing person in respect of a proceeding in which the person is found liable to the Company or on the basis that a personal benefit was improperly received by the governing person, other than reasonable expenses actually incurred by the governing person in connection with the proceeding; provided, that the TBOC further prohibits the Company from indemnifying a governing person in respect of any such proceeding in which the person is found liable for willful or intentional misconduct in the performance of the governing person’s duties, breach of the governing person’s duty of loyalty to the Company, or an act or omission not committed in good faith that constitutes a breach of duty owed by the governing person to the Company.
Under Section 8.052 of the TBOC, a court of competent jurisdiction may order the Company to indemnify a governing person to the extent the court determines that the governing person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances; however, if the governing person is found liable to the Company or is found liable on the basis that a personal benefit was improperly received by the governing person, the indemnification will be limited to reasonable expenses actually incurred by the governing person in connection with the proceeding.
The Company’s certificate of formation authorizes the Company to enter into agreements with directors and officers providing for indemnification to the fullest extent permitted by Texas law. Accordingly, the Company has entered into indemnification agreements providing contracting directors or officers the procedural and substantive rights to indemnification currently set forth in the Company’s certificate of formation and bylaws.
The foregoing is only a general summary of certain aspects of Texas law, certain provisions of the Company’s certificate of formation and bylaws, and the Company’s indemnification agreements, and does not purport to be complete. It is qualified in its entirety by reference to (i) the relevant provisions of the TBOC and (ii) the Company’s certificate of formation, bylaws, and form of indemnification agreement, each of which is on file with the SEC.
Item 8. Exhibits
| * | 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; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any increase or decrease in the 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 a prospectus filed with the SEC 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 Filing Fee Table” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; |
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 SEC by the Company pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this 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. |
| (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 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 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 SEC 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. |
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 DeRidder, State of Louisiana, on this 10th day of June, 2025.
| AMERISAFE, INC. | ||
| By: | /s/ G. Janelle Frost | |
| G. Janelle Frost | ||
| President and Chief Executive Officer | ||
Each of the undersigned hereby constitutes and appoints Kathryn H. Shirley, G. Janelle Frost and Anastasios Omiridis, and each of them, with full power to act and with full power of substitution and resubstitution, his or her true and lawful attorneys in fact with full power to execute in his or her name and on his or her behalf in his or her capacity as a director or officer or both, as the case may be, of AMERISAFE, Inc. (the “Company”), a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), for the purpose of registering shares of the Company’s common stock, par value $0.01 per share, available for issuance under the Company’s Non-Employee Director Restricted Stock Plan, as amended and restated effective June 6, 2025, and to sign any and all amendments to the Company’s registration statement on Form S-8, including post effective amendments to such registration statement on Form S-8, and to sign any and all additional registration statements relating to the same offering of securities as the Company’s registration statement on Form S-8 that are filed pursuant to the requirements of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and hereby ratifies and confirms that such attorneys in fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ G. Janelle Frost G. Janelle Frost |
President and Chief Executive Officer (Principal Executive Officer) |
June 10, 2025 | ||
| /s/ Anastasios Omiridis Anastasios Omiridis |
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
June 10, 2025 | ||
| /s/ Michael J. Brown Michael J. Brown |
Director | June 10, 2025 | ||
| /s/ Teri G. Fontenot Teri G. Fontenot |
Director | June 10, 2025 | ||
| /s/ Philip A. Garcia Philip A. Garcia |
Director | June 10, 2025 | ||
| /s/ Billy B. Greer Billy B. Greer |
Director | June 10, 2025 | ||
| /s/ Jared A. Morris Jared A. Morris |
Director | June 10, 2025 | ||
| /s/ Randall E. Roach Randall E. Roach |
Director | June 10, 2025 | ||
| /s/ Sean M. Traynor Sean M. Traynor |
Director | June 10, 2025 | ||