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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
(Address of Principal Executive Offices)
Amended and Restated 1995 Incentive and Non-Qualified Stock Option Plan
of American Physicians Service Group, Inc.
(Full Title of the Plan)
W. H. Hayes
Senior Vice President - Finance, Chief Financial Officer
1301 Capital of Texas Highway, Suite C-300
Austin, Texas 78746
(512) 328-0888
(Name, address and telephone number of agent for service)
Copy to:
Timothy L. LaFrey
Akin Gump Strauss Hauer & Feld LLP
300 West 6th Street, Suite 2100
Austin, Texas 78701
(512) 499-6200
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Per Aggregate Offering Registration
to be Registered Registered Share(2) Price(2) Fee
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Common Stock (1) 400,000 $ 9.76 $3,904,000.00 $494.64
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(1) Upon a future stock split, stock dividend or similar transaction
involving the common stock of the Registrant and during the effectiveness
of this Registration Statement, the number of securities registered shall
be automatically increased to cover the additional securities in
accordance with Rule 416(a) under the Securities Act of 1933.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based
on average of the high and low price per common stock on June 21,
2004, as reported by the Nasdaq Smallcap Market.
INTRODUCTORY STATEMENT
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SHARES
The additional shares to be registered by this registration statement
are of the same class as those securities covered by American Physicians Service
Group, Inc.'s previously filed registration statement on Form S-8 filed on July
2, 1996 (Registration No. 333-07427) and that certain registration statement on
Form S-8 filed on August 26, 1998 (Registration No. 333-62233) (collectively,
the "Registration Statements") with respect to the Amended and Restated 1995
Incentive and Non-Qualified Stock Option Plan of American Physicians Service
Group, Inc. Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statements, including reports under the Securities Exchange Act of
1934, as amended, that American Physicians Service Group, Inc. filed after the
date of the Registration Statements to maintain current information about
American Physicians Service Group, Inc., are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS.
4.1 Amended and Restated 1995 Incentive and Non-Qualified Stock Option Plan
of American Physicians Service Group, Inc. (filed as an Exhibit to the
Annual Report on Form 10-KSB for the year ended December 31, 2003 and
incorporated herein by reference).
5.1* Opinion of Akin Gump Strauss Hauer & Feld LLP.
23.1* Consent of independent registered public accounting firm.
23.2* Consent of Akin Gump Strauss Hauer & Feld LLP (included in the opinion
filed as Exhibit 5.1 of this registration statement).
24.1* Power of Attorney (set forth on the signature pages of this registration
statement).
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, APSG 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 June 23, 2004.
AMERICAN PHYSICIANS SERVICE GROUP, INC.
By: /s/ Kenneth S. Shifrin
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Kenneth S. Shifrin
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
each of Kenneth S. Shifrin and W.H. Hayes with the power to act without the
other, his or her true and lawful attorney-in-fact and agents with full power of
substitution and resubstitution, for him or her in his or her name, place and
stead, in any and all capacities, to sign on his behalf individually and in each
capacity stated below any or all amendments or post-effective amendments to this
registration statement, and to file the same, with all exhibits and other
documents relating thereto, granting unto said attorney-in-fact and agents, and
each of them, 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 or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or either of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on June 23, 2004.
Signature Title
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/s/ Kenneth S. Shifrin Chairman of the Board and Chief
-------------------------- Executive Officer
Kenneth S. Shifrin (Principal Executive Officer)
/s/ W.H.Hayes Senior Vice President-Finance, Secretary
--------------------------- and Chief Financial Officer
W.H. Hayes (Principal Financial Officer)
/s/ Thomas R. Solimine Controller
--------------------------- (Principal Accounting Officer)
Thomas R. Solimine
/s/ Jackie Majors Director
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Jackie Majors
/s/ Robert L. Myer Director
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Robert L. Myer
2
/s/ William A. Searles Director
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William A. Searles
/s/ Cheryl Williams Director
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Cheryl Williams
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INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Amended and Restated 1995 Incentive and Non-Qualified Stock
Option Plan of American Physicians Service Group, Inc. (filed
as an Exhibit to the Annual Report on Form 10-KSB for the year
ended December 31, 2003 and incorporated herein by reference).
5.1* Opinion of Akin Gump Strauss Hauer & Feld LLP.
23.1* Consent of independent registered public accounting firm.
23.2* Consent of Akin Gump Strauss Hauer & Feld LLP (included in the
opinion filed as Exhibit 5.1 of this registration statement).
24.1* Power of Attorney (set forth on the signature pages of this
registration statement).
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*Filed herewith
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