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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Investors Title Company | NASDAQ:ITIC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-3.52 | -2.16% | 159.36 | 149.54 | 175.00 | 163.36 | 159.9996 | 163.36 | 4,225 | 01:00:00 |
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North Carolina
|
56-1110199
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
121 North Columbia Street
|
|
|
|
Chapel Hill, North Carolina
|
27514
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Large Accelerated filer
|
☐
|
Accelerated filer
|
☒
|
|
Non-Accelerated filer
|
☐
|
Smaller reporting company
|
☐
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Emerging growth company
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☐
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Title
of securities to be
registered
|
Amount
to be
registered
|
Proposed maximum
offering price
per share
|
Proposed Maximum
Aggregate Offering Price
|
Amount of
registration
fee
|
Common Stock, no par value (1)
|
250,000 shares (2) |
$158.61 (3)
|
$39,652,500 (3)
|
$4,805.88
|
(1)
|
Each share of common stock, no par value (“Common Stock”), issued by the Investors Title Company includes one
right to purchase a fraction of a share of Series A Junior Participating Preferred Stock. Prior to the occurrence of certain events, the preferred stock purchase rights will not be exercisable or evidenced separately from the Common Stock.
Accordingly, no additional registration fee is required.
|
(2)
|
In accordance with Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement covers
any additional securities offered or issued under the Investors Title Company 2019 Stock Appreciation Rights Plan to prevent dilution from stock splits, stock dividends or similar transactions.
|
(3)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) of
the Securities Act of 1933, as amended, and based on the average of the high and low prices for the Common Stock on May 13, 2019 as reported on The Nasdaq Global Market.
|
|
(a) |
The Company’s Annual Report on
Form 10-K
for the fiscal year ended December 31, 2018, filed with the Commission on March 13, 2019.
|
|
(b) |
The Company’s Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2019, filed with the Commission on May 8, 2019.
|
|
(c) |
The description of the Common Stock set forth under the heading “Description of Company’s Securities to be Registered” in the Company’s
Form 10/A
filed on August 18, 1997, and all amendments or reports
filed for the purpose of updating such description.
|
|
(d) |
The description of the rights attached to the Common Stock contained in the Company’s Registration Statement on
Form 8-A
filed on November 15, 2002, and any amendments or
reports filed for the purpose of updating such description.
|
Exhibit
Number
|
Description
|
Location
|
||
4.1(a) | Articles of Incorporation dated January 22, 1973 | Incorporated by reference to Exhibit 4.1 to Form S-8 filed August 10, 2009, File No. 333-161209 | ||
Incorporated by reference to Exhibit 4.2 to Form S-8 filed August 10, 2009, File No. 333-161209
|
||||
Incorporated by reference to Exhibit 4.3 to Form S-8 filed August 10, 2009, File No. 333-161209
|
||||
Incorporated by reference to Exhibit 3.3 to Form 10-Q for the quarter ended June 30, 2002, File No. 11774
|
||||
Incorporated by reference to Exhibit 3.4 to Form 10-Q for the quarter ended March 31, 2003, File No. 11774
|
||||
Incorporated by reference to Exhibit 3.1 to Form 8-K filed on October 31, 2012, File No. 11774
|
||||
Incorporated by reference to Exhibit 4.1 to Form 8-K filed on November 2, 2012, File No. 11774
|
||||
Filed herewith
|
||||
Filed herewith
|
||||
Contained in Exhibit 5.1
|
||||
Contained on signature page
|
||||
Filed herewith
|
|
(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
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 this Registration Statement or any material change
to such information in this Registration Statement;
|
INVESTORS TITLE COMPANY | |||
|
By:
|
/s/ J. Allen Fine | |
J. Allen Fine | |||
Chairman of the Board and Chief Executive Officer | |||
(Principal Executive Officer)
|
Signature
|
|
Capacity
|
|
Date
|
/s/ J. Allen Fine
|
|
Chairman of the Board and
|
|
May 15, 2019
|
J. Allen Fine
|
|
Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ James A. Fine Jr.
|
|
President, Chief Financial
|
|
May 15, 2019
|
James A. Fine, Jr.
|
|
Officer, Treasurer and Director
|
|
|
|
|
(Principal Financial Officer and
|
|
|
|
|
Principal Accounting Officer)
|
|
|
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|
|
|
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/s/ W. Morris Fine
|
Executive Vice President,
|
May 15, 2019
|
||
W. Morris Fine | Secretary and Director | |||
/s/ David L. Francis
|
Director
|
May 15, 2019
|
||
David L. Francis
|
||||
May 15, 2019
|
||||
/s/ Richard M. Hutson II
|
Director
|
|||
Richard M. Hutson II
|
||||
/s/ R. Horace Johnson
|
Director
|
May 15, 2019
|
||
R. Horace Johnson
|
||||
|
Director
|
May ____, 2019 | ||
H. Joe King, Jr.
|
||||
/s/ James R. Morton
|
Director
|
May 15, 2019
|
||
James R. Morton
|
||||
/s/ James H. Speed, Jr.
|
Director
|
May 15, 2019
|
||
James H. Speed, Jr.
|
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