As filed with the Securities and Exchange Commission on November 11, 2011
Registration No. 333-157053
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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MGIC INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
| Wisconsin | 39-1486475 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
250 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
(Address, including zip code, of registrant’s principal executive offices)
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MGIC Profit Sharing and Savings Plan
(Full title of the plan)
Jeffrey H. Lane
Executive Vice President, General Counsel and Secretary
MGIC Investment Corporation
250 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
(414) 347-6406
(Name, address, and telephone number, including area code, of agent for service)
_____________________________________
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. (Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company o
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Termination of Registration
Registration Statement No. 333-157053 on Form S-8, filed January 30, 2009 (the “Registration Statement”), covered 7,500,000 shares of Common Stock, par value $1.00 per share, and 7,500,000 shares of Common Share Purchase Rights of MGIC Investment Corporation, a Wisconsin corporation (the “Company”), issuable by the Company pursuant to the MGIC Profit Sharing and Savings Plan (f/k/a MGIC Investment Corporation Profit Sharing and Savings Plan) (the “Plan”). The Registration Statement also covered an indeterminate amount of interests to be offered or sold pursuant to the Plan. Additional shares of Common Stock and Common Share Purchase Rights and additional interests to be offered or sold pursuant to the Plan had previously been registered pursuant to the following registration statements on Form S-8 filed by the Company with the Securities and Exchange Commission:
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Filing Date
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File Number
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May 4, 1995
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33-92128
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February 28, 2001
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333-56350
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March 28, 2005
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333-123627
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Beginning March 30, 2009, participants in the Plan were no longer able to make additional investments in a Company stock fund within their Plan accounts.
In accordance with undertakings made by the Company in its Registration Statement to remove from registration, by means of a post-effective amendment, any securities which remain unsold at the termination of the offering, the Company hereby removes from registration all securities registered but not sold under the Registration Statement, including Common Stock, Common Stock Purchase Rights and interests to be offered or sold pursuant to the Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement No. 333-157053 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on November 11, 2011.
| MGIC INVESTMENT CORPORATION | |||
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By:
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/s/J. Michael Lauer | ||
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J. Michael Lauer
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Executive Vice President and Chief Financial Officer
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S-1
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following person in the indicated capacities on November 11, 2011.
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Signature
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Title
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/s/ Curt S. Culver
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Chairman and Chief Executive Officer and Director
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Curt S. Culver
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(Principal Executive Officer)
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/s/ J. Michael Lauer
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Executive Vice President and Chief Financial Officer
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J. Michael Lauer
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(Principal Financial Officer)
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/s/ Timothy J. Mattke
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Vice President, Controller and Chief Accounting Officer
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Timothy J. Mattke
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(Principal Accounting Officer)
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*
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Director
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James A. Abbott
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*
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Director
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Thomas M. Hagerty
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*
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Director
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Kenneth M. Jastrow, II
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*
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Director
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Daniel P. Kearney
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*
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Director
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Michael E. Lehman
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*
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Director
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William A. McIntosh
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*
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Director
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Leslie M. Muma
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*
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Director
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Donald T. Nicolaisen
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*
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Director
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Mark M. Zandi
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* By:
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/s/ J. Michael Lauer
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J. Michael Lauer, Attorney-in-Fact
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S-2
Pursuant to the requirements of the Securities Act of 1933, as amended, all of the members of the Plan Administrative Committee (acting as Plan Administrator) have duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on November 11, 2011.
| MGIC PROFIT SHARING AND SAVINGS PLAN | |||
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By:
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/s/J. Michael Lauer | ||
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J. Michael Lauer
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| Member of the Plan Administrative Committee | |||
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By:
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/s/ Kurt J. Thomas | ||
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Kurt J. Thomas
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| Member of the Plan Administrative Committee |
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By:
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/s/ James A. Karpowicz | ||
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James A. Karpowicz
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| Member of the Plan Administrative Committee |
S-3
EXHIBIT INDEX
MGIC INVESTMENT CORPORATION
MGIC PROFIT SHARING AND SAVINGS PLAN
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Powers of Attorney relating to this filing
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Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC Investment Corporation (the “Company”), hereby constitutes and appoints Curt S. Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true and lawful attorney-in-fact and agent 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:
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(1)
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the Registration Statement on Form S-8 and any and all amendments (including post-effective amendments) to the Registration Statement relating to the registration of up to 1,000,000 shares of Common Stock $1.00 par value under the Company’s 2011 Omnibus Incentive Plan;
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(2)
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any and all post-effective amendments to any Registration Statements on Form S-8 currently in effect relating to the Company’s Profit Sharing and Savings Plan; and
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(3)
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any and all post-effective amendments to any Registration Statements on Form S-8 currently in effect relating to the Company’s 2002 Stock Incentive Plan;
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and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof.
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Dated this 17th day of October, 2011.
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| Name: | /s/ James A. Abbott | ||||
| James A. Abbott | |||||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC Investment Corporation (the “Company”), hereby constitutes and appoints Curt S. Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true and lawful attorney-in-fact and agent 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:
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(1)
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the Registration Statement on Form S-8 and any and all amendments (including post-effective amendments) to the Registration Statement relating to the registration of up to 1,000,000 shares of Common Stock $1.00 par value under the Company’s 2011 Omnibus Incentive Plan;
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(2)
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any and all post-effective amendments to any Registration Statements on Form S-8 currently in effect relating to the Company’s Profit Sharing and Savings Plan; and
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(3)
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any and all post-effective amendments to any Registration Statements on Form S-8 currently in effect relating to the Company’s 2002 Stock Incentive Plan;
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and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof.
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Dated this 9th day of November, 2011.
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| Name: | /s/ Thomas M. Hagerty | ||||
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Thomas M. Hagerty
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC Investment Corporation (the “Company”), hereby constitutes and appoints Curt S. Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true and lawful attorney-in-fact and agent 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:
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(1)
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the Registration Statement on Form S-8 and any and all amendments (including post-effective amendments) to the Registration Statement relating to the registration of up to 1,000,000 shares of Common Stock $1.00 par value under the Company’s 2011 Omnibus Incentive Plan;
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(2)
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any and all post-effective amendments to any Registration Statements on Form S-8 currently in effect relating to the Company’s Profit Sharing and Savings Plan; and
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(3)
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any and all post-effective amendments to any Registration Statements on Form S-8 currently in effect relating to the Company’s 2002 Stock Incentive Plan;
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and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof.
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Dated this 14th day of October, 2011.
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| Name: | /s/ Kenneth M. Jastrow, II | ||||
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Kenneth M. Jastrow, II
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC Investment Corporation (the “Company”), hereby constitutes and appoints Curt S. Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true and lawful attorney-in-fact and agent 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:
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(1)
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the Registration Statement on Form S-8 and any and all amendments (including post-effective amendments) to the Registration Statement relating to the registration of up to 1,000,000 shares of Common Stock $1.00 par value under the Company’s 2011 Omnibus Incentive Plan;
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(2)
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any and all post-effective amendments to any Registration Statements on Form S-8 currently in effect relating to the Company’s Profit Sharing and Savings Plan; and
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(3)
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any and all post-effective amendments to any Registration Statements on Form S-8 currently in effect relating to the Company’s 2002 Stock Incentive Plan;
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and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof.
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Dated this 14th day of October, 2011.
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| Name: | /s/ Daniel P. Kearney | ||||
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Daniel P. Kearney
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC Investment Corporation (the “Company”), hereby constitutes and appoints Curt S. Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true and lawful attorney-in-fact and agent 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:
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(1)
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the Registration Statement on Form S-8 and any and all amendments (including post-effective amendments) to the Registration Statement relating to the registration of up to 1,000,000 shares of Common Stock $1.00 par value under the Company’s 2011 Omnibus Incentive Plan;
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(2)
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any and all post-effective amendments to any Registration Statements on Form S-8 currently in effect relating to the Company’s Profit Sharing and Savings Plan; and
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(3)
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any and all post-effective amendments to any Registration Statements on Form S-8 currently in effect relating to the Company’s 2002 Stock Incentive Plan;
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and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof.
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Dated this 17th day of October, 2011.
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| Name: | /s/ Michael E. Lehman | ||||
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Michael E. Lehman
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC Investment Corporation (the “Company”), hereby constitutes and appoints Curt S. Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true and lawful attorney-in-fact and agent 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:
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(1)
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the Registration Statement on Form S-8 and any and all amendments (including post-effective amendments) to the Registration Statement relating to the registration of up to 1,000,000 shares of Common Stock $1.00 par value under the Company’s 2011 Omnibus Incentive Plan;
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(2)
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any and all post-effective amendments to any Registration Statements on Form S-8 currently in effect relating to the Company’s Profit Sharing and Savings Plan; and
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(3)
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any and all post-effective amendments to any Registration Statements on Form S-8 currently in effect relating to the Company’s 2002 Stock Incentive Plan;
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and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof.
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Dated this 16th day of October, 2011.
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| Name: | /s/ Donald T. Nicolaisen | ||||
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Donald T. Nicolaisen
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC Investment Corporation (the “Company”), hereby constitutes and appoints Curt S. Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true and lawful attorney-in-fact and agent 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:
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(1)
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the Registration Statement on Form S-8 and any and all amendments (including post-effective amendments) to the Registration Statement relating to the registration of up to 1,000,000 shares of Common Stock $1.00 par value under the Company’s 2011 Omnibus Incentive Plan;
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(2)
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any and all post-effective amendments to any Registration Statements on Form S-8 currently in effect relating to the Company’s Profit Sharing and Savings Plan; and
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(3)
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any and all post-effective amendments to any Registration Statements on Form S-8 currently in effect relating to the Company’s 2002 Stock Incentive Plan;
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and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof.
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Dated this 17th day of October, 2011.
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| Name: | /s/ William A. McIntosh | ||||
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William A. McIntosh
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC Investment Corporation (the “Company”), hereby constitutes and appoints Curt S. Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true and lawful attorney-in-fact and agent 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:
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(1)
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the Registration Statement on Form S-8 and any and all amendments (including post-effective amendments) to the Registration Statement relating to the registration of up to 1,000,000 shares of Common Stock $1.00 par value under the Company’s 2011 Omnibus Incentive Plan;
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(2)
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any and all post-effective amendments to any Registration Statements on Form S-8 currently in effect relating to the Company’s Profit Sharing and Savings Plan; and
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(3)
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any and all post-effective amendments to any Registration Statements on Form S-8 currently in effect relating to the Company’s 2002 Stock Incentive Plan;
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and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof.
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Dated this 14th day of October, 2011.
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| Name: | /s/ Leslie M. Muma | ||||
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Leslie M. Muma
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC Investment Corporation (the “Company”), hereby constitutes and appoints Curt S. Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true and lawful attorney-in-fact and agent 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:
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(1)
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the Registration Statement on Form S-8 and any and all amendments (including post-effective amendments) to the Registration Statement relating to the registration of up to 1,000,000 shares of Common Stock $1.00 par value under the Company’s 2011 Omnibus Incentive Plan;
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(2)
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any and all post-effective amendments to any Registration Statements on Form S-8 currently in effect relating to the Company’s Profit Sharing and Savings Plan; and
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(3)
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any and all post-effective amendments to any Registration Statements on Form S-8 currently in effect relating to the Company’s 2002 Stock Incentive Plan;
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and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof.
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Dated this 11th day of November, 2011.
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| Name: | /s/ Mark Zandi | ||||
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Mark Zandi
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