As filed with the Securities and Exchange Commission on May 25, 2007
Registration No. 333-137012
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
| AMERICAN PHYSICIANS SERVICE GROUP, INC. | AMERICAN PHYSICIANS INSURANCE COMPANY | |
| (Exact Name of Co-registrant as Specified in Its Charter) | (Exact Name Of Co-registrant as Specified in Its Charter) | |
| Texas | Texas | |
| (State or Other Jurisdiction of Incorporation or Organization) | (State or Other Jurisdiction of Incorporation or Organization) | |
| 8741 | 6331 | |
| (Primary Standard Industrial Classification Code Number) | (Primary Standard Industrial Classification Code Number) | |
| 75-1458323 | 75-1517531 | |
| (I.R.S. Employer Identification No.) | (I.R.S. Employer Identification No.) | |
| 1301 S. Capital of Texas Highway, Suite C-300 Austin, Texas 78746-6550 (512) 328-0888 |
1301 S. Capital of Texas Highway, Suite C-300 Austin, Texas 78746-6550 (800) 252-3628 | |
| (Address, Including Zip Code, and Telephone Number, Including Area Code, of Co-Registrant’s Principal Executive Offices) | (Address, Including Zip Code, and Telephone Number, Including Area Code, of Co-Registrant’s Principal Executive Offices) | |
| Copies to:
| ||
| KENNETH S. SHIFRIN American Physicians Service Group, Inc. 1301 S. Capital of Texas Highway, Suite C-300 Austin, Texas 78746-6550 (512) 328-2892 |
NORRIS C. KNIGHT, JR., M.D. American Physicians Insurance Company 1002 Texas Boulevard, Suite 407 Texarkana, Texas 75501 | |
| (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Co-Registrant’s Agent for Service) | (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Co-Registrant’s Agent for Service) | |
| J. KENNETH MENGES, JR., P.C. Akin Gump Strauss Hauer & Feld LLP 1700 Pacific Avenue, Suite 4100 Dallas, Texas 75201 (214) 969-2800 |
CLARKE HEIDRICK Graves, Dougherty, Hearon & Moody, P.C. 401 Congress Avenue, Suite 2200 Austin, Texas 78701 Tel: (512) 480-5600 Fax: (512) 480-5836 | |
Approximate date of commencement of proposed sale to public: As soon as practicable after the registration statement becomes effective and the effective date of the proposed merger of APSG ACQCO, Inc., a wholly owned subsidiary of American Physicians Service Group, Inc., referred to as APSG, with and into American Physicians Insurance Company, referred to as APIC, as described in the enclosed joint proxy statement/prospectus.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
RECENT EVENTS: DEREGISTRATION
This Post-Effective Amendment No. 2 amends the Registration Statement on Form S-4 (Registration No. 333-137012) (the “Registration Statement”) of American Physicians Service Group, Inc., a Texas corporation (“APSG”) and American Physicians Insurance Company, a Texas stock insurance company (“APIC” and, collectively, the “Registrants”), originally relating to the registration of securities issuable upon completion of the merger described in the Registration Statement to effect the acquisition of APIC by APSG. The Registration Statement was declared effective on February 1, 2007. In accordance with an undertaking made by the Registrants in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities registered pursuant to the Registration Statement which remain unsold at the end of the offering, the Registrants hereby remove from registration the remaining amount of securities previously registered under the Registration Statement which remain unsold as of the effective date of the acquisition of APIC by APSG.
SIGNATURES
Pursuant to the requirements of the Securities Act, APSG has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, Texas, on this 25th day of May, 2007.
| AMERICAN PHYSICIANS SERVICE GROUP, INC. | ||
| By: |
/s/ Kenneth S. Shifrin | |
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Act, this registration statement and Power of Attorney have been signed by the following persons in the capacity and on the dates indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Kenneth S. Shifrin
Kenneth S. Shifrin |
Director, Chairman of the Board and Chief Executive Officer (Principal Executive Officer), APSG |
May 25, 2007 | ||
| /s/ W.H. Hayes
W.H. Hayes |
Senior Vice President – Finance, Secretary and Chief Financial Officer (Principal Financial Officer), APSG |
May 25, 2007 | ||
| /s/ Thomas R. Solimine
Thomas R. Solimine |
Controller (Principal Accounting Officer), APSG |
May 25, 2007 | ||
| /s/ Timothy L. LaFrey
Timothy L. LaFrey |
Director, President and Chief Operating Officer, APSG |
May 25, 2007 | ||
| /s/ Norris C. Knight, Jr., M.D.
Norris C. Knight, Jr., M.D. |
Director, APSG |
May 25, 2007 | ||
| /s/ Lew N. Little, Jr.
Lew N. Little, Jr. |
Director, APSG |
May 25, 2007 | ||
| /s/ Jackie Majors
Jackie Majors |
Director, APSG |
May 25, 2007 | ||
| /s/ William J. Peche, M.D.
William J. Peche, M.D. |
Director, APSG |
May 25, 2007 | ||
| /s/ William A. Searles
William A. Searles |
Director, APSG |
May 25, 2007 | ||
| /s/ Cheryl Williams
Cheryl Williams |
Director, APSG |
May 25, 2007 | ||
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SIGNATURES
Pursuant to the requirements of the Securities Act, APIC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, Texas, on this 25th day of May, 2007.
| AMERICAN PHYSICIANS INSURANCE COMPANY | ||
| By: |
/s/ Norris C. Knight, Jr., M.D. | |
| Chairman of the Board | ||
| (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Act, this registration statement and Power of Attorney have been signed by the following persons in the capacity and on the dates indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Timothy L. LaFrey Timothy L. LaFrey |
Director, Chief Executive Officer (Principal Executive Officer), APIC |
May 25, 2007 | ||
| /s/ Marc J. Zimmermann Marc J. Zimmermann |
Director, Senior Vice President, Secretary and Chief Financial Officer (Principal Financial Officer), APIC |
May 25, 2007 | ||
| /s/ Samuel R. Granett Samuel R. Granett |
Director, APIC | May 25, 2007 | ||
| /s/ Norris C. Knight, Jr., M.D. Norris C. Knight, Jr., M.D. |
Director, APIC | May 25, 2007 | ||
| /s/ Maury L. Magids Maury L. Magids |
Director, President and Chief Operating Officer, APIC |
May 25, 2007 | ||
| /s/ William J. Peche William J. Peche, M.D. |
Director, APIC | May 25, 2007 | ||
| /s/ Lawrence S. Pierce, M.D. Lawrence S. Pierce, M.D. |
Director, APIC | May 25, 2007 | ||
| /s/ Kenneth S. Shifrin Kenneth S. Shifrin |
Director, APIC | May 25, 2007 | ||
S-2