As filed with the Securities and Exchange Commission on
August 26, 1998.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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AMERICAN PHYSICIANS SERVICE GROUP, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-1458323
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1301 Capital of Texas Highway, Suite C-300
Austin, Texas 78746-6550
(Address of registrant's principal executive offices)
AMERICAN PHYSICIANS SERVICE GROUP, INC. AMENDED AND RESTATED
1995 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
(Full title of
the plan)
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KENNETH S. SHIFRIN
American Physicians Service Group, Inc.
1301 Capital of Texas Highway, Suite C-300
Austin, Texas 78746-6550
(512) 328-0888
(Name, address and telephone number
of registrant's agent for service)
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Copies to:
TIMOTHY L. LA FREY
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1900 Frost Bank Plaza
816 Congress Avenue
Austin, Texas 78701
(512) 499-6200
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This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will thereafter be effected upon option exercises under the Plan.
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CALCULATION OF REGISTRATION FEE
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Title of securities Proposed maximum Offering Proposed maximum Amount of
To be registered amount to be Price aggregate registration fee
registered(1) per share offering price
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Common Stock, $.10 par value(1)... 400,000 $5.5625 (2) $2,225,000 (2) $656.38 (2)
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(1) Pursuant to Rule 416, there are also being registered such additional
shares of common stock as may become issuable pursuant to the
antidilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and Rule 457(h), using the average of the
high and low sales prices reported on The Nasdaq National Market for
the Registrant's Common Stock on August 24, 1998.
II-2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
American Physicians Service Group, Inc. (the "Company") has
previously filed a Registration Statement on Form S-8, Registration No.
333-07427 with the Securities and Exchange Commission (the "Commission") with
respect to the registration of securities of the same class, relative to the
same employment benefit plan, as the securities being registered pursuant to
this Registration Statement.
The Company hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Commission:
(a) The Form S-8 Registration Statement filed by the
Company on July 2, 1996 with the Commission as
Registration No. 333-07427;
(b) The Company's Annual Report on Form 10-K for the year
ended December 31, 1997;
(c) The Company's Quarterly Report on Form 10-Q for the
period ended March 31, 1998;
(d) The Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1998.
(e) The description of the Company's outstanding Common
Stock contained in the Company's Form 8-A, dated
January 6, 1984, for registration of the Common Stock
pursuant to Section 12 (g) of the Exchange Act,
including any amendment or report filed for the
purpose of updating such description.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in any document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.
Item 8. Exhibits
Exhibit Number Exhibit
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5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
(included in the Opinion filed as Exhibit 5.1 to this
Registration Statement)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (reference is made to the Signature Pages
of this Registration Statement)
99.1 American Physicians Service Group, Inc. Amended and
Restated 1995 Incentive and Non-Qualified Stock Option 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 the City of Austin, State of Texas, on this 26th day of August,
1998.
AMERICAN PHYSICIANS SERVICE GROUP, INC.
By /s/ William H. Hayes
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William H. Hayes, Senior Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of American Physicians
Service Group, Inc., a Texas corporation, do hereby constitute and appoint
Kenneth S. Shifrin and William H. Hayes, and each of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and either one of them, determine may be necessary or advisable or
required to enable said corporation to comply with the Securities Act of 1933,
as amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents, or either of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Signature Title Date
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/s/ Kenneth S. Shifrin
- --------------------- Chairman of the Board, President
KENNETH S. SHIFRIN and Chief Executive Officer August 26, 1998
/s/ William H. Hayes
- -------------------- Senior Vice President and Chief
WILLIAM H. HAYES Financial Officer August 26, 1998
/s/ Thomas R./ Solimine
- ----------------------- Controller (Chief Accounting
THOMAS R. SOLIMINE Officer) August 26, 1998
/s/ Jack Murphy
- ---------------------- Director
JACK MURPHY August 26, 1998
/s/ Robert L. Myer
- --------------------- Director
ROBERT L. MYER August 26, 1998
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/s/ William A. Searles
- ---------------------- Director
WILLIAM A. SEARLES August 26, 1998
II-3
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Exhibit Page
Number
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5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. i
23.1 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
(included in the Opinion filed as Exhibit 5.1 to this
Registration Statement)
23.2 Consent of KPMG Peat Marwick LLP ii
24.1 Power of Attorney (reference is made to the Signature
Page of this Registration Statement)
99.1 American Physicians Service Group, Inc. Amended and iii
Restated 1995 Incentive and Non-Qualified Stock Option
Plan