As filed with the Securities and Exchange Commission on November 1, 2018

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Donegal Group Inc.

(Exact name of registrant as specified in its charter)

Donegal Group Inc.

2011 Employee Stock Purchase Plan, As Amended

Kevin G. Burke

President and Chief Executive Officer

Donegal Group Inc.

1195 River Road

Marietta, Pennsylvania 17547

(Name and address of agent for service)

(888) 877-0600

(Telephone number, including area code, of agent for service)

Copies to:

John W. Kauffman, Esq.

Duane Morris LLP

30 South 17th Street

Philadelphia, PA 19103

(215) 979-1227

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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 Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Statement of Incorporation by Reference

This registration statement on Form S-8 is being filed to register the offer and sale of an additional 200,000 shares of Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”), of Donegal Group Inc. (the “Registrant”) to be issued under the 2011 Employee Stock Purchase Plan, as amended. Pursuant to General Instruction E to Form S-8, except for Item 8 “Exhibits,” this registration statement incorporates by reference the contents of the registration statement on Form S-8, File No. 333-174612, filed by the Registrant on May 31, 2011 relating to the Registrant’s 2011 Employee Stock Purchase Plan.

SIGNATURES

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 Marietta, Pennsylvania, on November 1, 2018.

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.

EXHIBIT 5.1

November 1, 2018

Board of Directors

Donegal Group Inc.

1195 River Road

Marietta, Pennsylvania 17547

Registration Statement on Form S-8

200,000 Shares of Class A Common Stock      

Ladies and Gentlemen:

We have acted as counsel to the Company in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a registration statement on Form S-8 (the “Registration Statement”) relating to the offer and sale by the Company of up to 200,000 shares (the “Shares”) of Class A common stock, $0.01 par value, of the Company that the Company may issue under its 2011 Employee Stock Purchase Plan, as amended (the “Plan”).

As counsel to the Company, we have supervised all corporate proceedings in connection with the preparation and filing of the Registration Statement. We have also examined the Company’s certificate of incorporation and by-laws, as amended to date, its corporate minutes and other proceedings and its records relating to the authorization, sale and issuance of the Shares and the adoption of the amendment to the Plan, and such other documents and matters of law as we have deemed necessary or appropriate in order to render this opinion.

Based upon the foregoing, it is our opinion that each of the Shares, when issued in accordance with the terms and conditions of the Plan under which the Shares may be issued, the Shares will be legally issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Delaware, and we do not express any opinion herein concerning any other law. We hereby consent to the use of our name under Item 5 “Interests of Named Experts and Counsel” of the Registration Statement.

Sincerely,

/s/ Duane Morris LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Donegal Group Inc.:

We consent to the use of our reports dated March 9, 2018, with respect to the consolidated balance sheets of Donegal Group Inc. and subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes and financial statement Schedule III – Supplementary Insurance Information (collectively, the “consolidated financial statements”), and the effectiveness of internal control over financial reporting as of December 31, 2017, incorporated herein by reference.

/s/ KPMG LLP

Philadelphia, Pennsylvania

November 1, 2018

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

Donegal Group Inc.,

Marietta, Pennsylvania

We hereby consent to the incorporation by reference in this Registration Statement of our report dated March 7, 2018, relating to the consolidated financial statements of Donegal Financial Services Corporation and subsidiary appearing as a schedule in the Annual Report on Form 10-K of Donegal Group Inc. for the year ended December 31, 2017.

/s/ BDO USA, LLP

Harrisburg, Pennsylvania

November 1, 2018