As filed with the Securities and Exchange Commission on December 9, 2009

Registration No. 333-                    

 

 

(Exact name of registrant as specified in its charter)

Michigan (State or other jurisdiction of incorporation or organization)		38-2626206 (I.R.S. employer identification no.)

26255 American Drive
Southfield, Michigan 48034
(Address of principal executive offices, including zip code)

MEADOWBROOK INSURANCE GROUP, INC.
2009 Equity Compensation Plan
(Full title of the plan)

Michael G. Costello, Esq.		With a copy to:
Senior Vice President and General Counsel		Timothy E. Kraepel
Meadowbrook Insurance Group, Inc.		Howard & Howard Attorneys PLLC
26255 American Drive		450 W. Fourth Street
Southfield, Michigan 48034		Royal Oak, Michigan 48067-2557
(Name and address of agent for service)		(248) 645-1483

(248) 358-1100
(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.

CALCULATION OF REGISTRATION FEE

									Proposed					Proposed
				Amount					Maximum					Maximum
				to be					Offering price					aggregate
				registered					per share					offering price					Amount of
	Title of Securities to be Registered			(1)					(2)					(2)					registration fee
	Common Stock, par value $0.01 per share				2,000,000				$	7.02				$	14,040,000				$	783.44

 

 

     The following documents filed with the Securities and Exchange Commission (the “Commission”) by the Registrant (File No. 1-14094) are incorporated in this Registration Statement by reference:

     (1) the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008;

     (2) the Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009, June 30, 2009, and September 30, 2009;

     (3) the Registrant’s Current Reports on Form 8-K filed on January 7, 2009, February 19, 2009, March 24, 2009, May 7, 2009, August 5, 2009, September 10, 2009, November 5, 2009, and December 1, 2009 (except for those portions that are not deemed “filed”);

     (4) all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) since December 31, 2008;

     (5) the information contained in the Registrant’s definitive Proxy Statement dated April 3, 2009 relating to its 2009 Annual Meeting of Shareholders (except for those portions that are not deemed “filed”); and

     (6) the description of Registrant’s Common Stock, $0.01 par value contained in Registrant’s Registration Statement on Form 8-A dated September 14, 1995 filed under the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post

effective amendment which indicates 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 hereof from the date of filing such documents.

Item 4. Description of Securities

          Not applicable.

Item 5. Interests of Named Experts and Counsel

          Not applicable.

Item 6. Indemnification of Directors and Officers

     The Michigan Business Corporation Act provides that, under certain circumstances, directors, officers, employees and agents of a Michigan corporation may be indemnified against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with settling, or otherwise disposing of, suits or threatened suits to which they are a party or threatened to be named a party be reason of acting in any of such capacities if such person acted in a manner such person believed in good faith to be in, or not opposed to, the best interest of the corporation. The bylaws of the Registrant provide for indemnification of officers and directors to the fullest extent permitted by such Michigan law. The Registrant’s Articles of Incorporation also limit the potential personal monetary liability of the members of the Registrant’s Board of Directors to the Registrant or its shareholders for certain breaches of their duty of care or other duties as a director. The Registrant maintains (i) director and officer liability insurance that provides for indemnification of the directors and officers of the Registrant and of its subsidiaries, and (ii) company reimbursement insurance that provides for indemnification of the Registrant and its subsidiaries in those instances where the Registrant and/or its subsidiaries indemnified its directors and officers.

Item 7. Exemption from Registration Claimed

          Not applicable.

Item 8. Exhibits

     The exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit index filed as part of this Registration Statement.

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; (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) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
	(2)		That, for the purpose of determining any liability under the Securities Act of 1933, 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 of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.

SIGNATURES

     The Registrant. 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 the City of Southfield, State of Michigan, on December 9, 2009.

     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/ Robert S. Cubbin   Robert S. Cubbin		President, Chief Executive Officer and Director (Principal Executive Officer)		December 9, 2009
/s/ Karen M. Spaun   Karen M. Spaun		Senior Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)		December 9, 2009
**   Merton J. Segal		Director (Chairman)		December 9, 2009
**   Joseph S. Dresner		Director		December 9, 2009
**   Robert F. Fix		Director		December 9, 2009
**   Hugh W. Greenberg		Director		December 9, 2009
**   Jeffrey A. Maffett		Director		December 9, 2009
**   Florine Mark		Director		December 9, 2009
**   Robert H. Naftaly		Director		December 9, 2009

Signature		Title		Date
**   David K. Page		Director		December 9, 2009
**   Robert W. Sturgis		Director		December 9, 2009
**   Bruce E. Thal		Director		December 9, 2009
**   Herbert Tyner		Director		December 9, 2009

EXHIBIT INDEX

Exhibit
Number		Description
5.1		Opinion of Howard & Howard Attorneys PLLC.
23.1		Consent of Ernst & Young LLP.
23.2		Consent of Howard & Howard Attorneys PLLC. (contained in their opinion filed as Exhibit 5.1).
24.1		Powers of Attorney.