Not applicable.
Item 6.
Indemnification of Directors and Officers.
The North Carolina Business Corporation Act (the “NCBCA”) contains provisions prescribing the extent to which directors and
officers shall or may be indemnified against liabilities which they may incur in their capacities as such. Sections 55-8-50 through 55-8-58 of the NCBCA permit a corporation to indemnify its directors, officers, employees or agents under either or
both a statutory or nonstatutory scheme of indemnification. In general, the NCBCA provides directors and officers with a right to indemnification when the director or officer has been wholly successful, on the merits or otherwise, in defense of
any proceeding to which he was a party because he is or was a director or officer of the corporation, unless limited by the Articles of Incorporation. The NCBCA also permits a corporation to indemnify directors and officers who met a certain
standard of conduct. Directors and officers are also entitled to apply to a court for an order requiring the corporation to indemnify the director or officer in a particular case. The court may grant such an order if it determines the director or
officer is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances.
In addition to, and notwithstanding the conditions of and limitations on, the indemnification described above under the
statutory scheme, Section 55-8-57 of the NCBCA permits a corporation to indemnify, or agree to indemnify, any of its directors, officers, employees or agents against liability and expenses (including attorneys’ fees) in any proceeding (including
proceedings brought by or on behalf of the corporation) arising out of their status as such or their activities in such capacities, except for any liabilities or expenses incurred on account of activities that were, at the time taken, known or
believed by the person to be clearly in conflict with the best interests of the corporation.
The Articles of Incorporation of the Company, as amended, provide that, to the fullest extent permitted by the NCBCA, no
person who is serving or who has served as a director of the Company shall be personally liable to the Company or any of its shareholders for monetary damages for breach of his or her duty as a director.
The Company’s Amended and Restated Bylaws provide that each person who serves or has served as director of the Company shall
have a right to be indemnified by the Company to the fullest extent permitted by law against (a) all expenses, including but not limited to attorneys’ fees, the costs of any investigation, experts and similar expenses incurred by him or her in
connection with any threatened, pending, or completed civil, criminal, administrative, investigative, or arbitrative action, suit or proceeding (and any appeal therein), whether or not brought by or on behalf of the Company, seeking to hold him or
her liable by reason of the fact that he or she is or was acting in such capacity, and (b) all payments made by him or her in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit
plan), penalty, or settlement for which he may have become liable in any such action, suit or proceeding.
The NCBCA also permits a corporation to purchase and maintain insurance on behalf of its directors and officers against
liabilities which they may incur in such capacities. The Company has purchased insurance to provide for indemnification of directors and officers.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8.
Exhibits.
Exhibit
Number
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Description
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Location
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4.1(a)
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Articles of Incorporation dated January 22, 1973
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Incorporated by reference to Exhibit 4.1 to Form S-8 filed August 10,
2009, File No. 333-161209
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Incorporated by reference to Exhibit 4.2 to Form S-8 filed August 10, 2009, File No. 333-161209
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Incorporated by reference to Exhibit 4.3 to Form S-8 filed August 10, 2009, File No. 333-161209
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Incorporated by reference to Exhibit 3.3 to Form 10-Q for the quarter ended June 30, 2002, File No. 11774
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Incorporated by reference to Exhibit 3.4 to Form 10-Q for the quarter ended March 31, 2003, File No. 11774
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Incorporated by reference to Exhibit 3.1 to Form 8-K filed on October 31, 2012, File No. 11774
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Incorporated by reference to Exhibit 4.1 to Form 8-K filed on November 2, 2012, File No. 11774
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Filed herewith
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Filed herewith
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Contained in Exhibit 5.1
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Contained on signature page
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Filed herewith
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Item 9. Undertakings.
(a)
The undersigned Company hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by section 10(a)(3) of the Securities Act;
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(ii)
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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
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(iii)
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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;
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provided
,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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 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 Company hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Company’s annual report pursuant to section 13(a) or 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 Company pursuant to the foregoing provisions or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company
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 Company 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.
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 Chapel Hill, State of North Carolina, on this 15th
day of May, 2019.
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INVESTORS TITLE COMPANY
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By:
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/s/
J. Allen Fine
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J. Allen Fine
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Chairman of the Board and
Chief Executive
Officer
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(Principal Executive Officer)
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KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints J. Allen Fine and
W. Morris Fine, and each of them, his true and lawful attorneys-in-fact and agents 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, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents 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 their 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 below by the
following persons in the capacities and on the date indicated.
Signature
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Capacity
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Date
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/s/ J. Allen Fine
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Chairman of the Board and
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May 15, 2019
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J. Allen Fine
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Chief Executive Officer
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(Principal Executive Officer)
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/s/ James A. Fine Jr.
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President, Chief Financial
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May 15, 2019
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James A. Fine, Jr.
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Officer, Treasurer and Director
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(Principal Financial Officer and
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Principal Accounting Officer)
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/s/ W. Morris Fine
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Executive Vice President,
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May 15, 2019
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W. Morris Fine
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Secretary and Director
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/s/ David L. Francis
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Director
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May 15, 2019
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David L. Francis
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May 15, 2019
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/s/ Richard M. Hutson II
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Director
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Richard M. Hutson II
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/s/ R. Horace Johnson
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Director
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May 15, 2019
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R. Horace Johnson
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Director
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May ____, 2019
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H. Joe King, Jr.
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/s/ James R. Morton
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Director
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May 15, 2019
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James R. Morton
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/s/ James H. Speed, Jr.
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Director
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May 15, 2019
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James H. Speed, Jr.
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