-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ScC7Nv+rHjQRk2PSTHYt8hkJNWsM4RdvZ93sr5xIDnRdVxNDAE31qz2ueIgXflua ekQsekOEk2vcTR+GOBi1oA== 0001102624-08-000339.txt : 20081204 0001102624-08-000339.hdr.sgml : 20081204 20081204152557 ACCESSION NUMBER: 0001102624-08-000339 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081204 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081204 DATE AS OF CHANGE: 20081204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PHYSICIANS CAPITAL INC CENTRAL INDEX KEY: 0001118148 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 383543910 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32057 FILM NUMBER: 081229865 BUSINESS ADDRESS: STREET 1: 1301 NORTH HAGADORN ROAD CITY: EAST LANSING STATE: MI ZIP: 48823 BUSINESS PHONE: 5173511150 MAIL ADDRESS: STREET 1: 1301 NORTH HAGADORN ROAD CITY: EAST LANSING STATE: MI ZIP: 48823 8-K 1 americanphysicians8k.htm AMERICAN PHYSICIANS CAPITAL, INC. 8K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.

Date of Report: December 04, 2008
(Date of earliest event reported)

American Physicians Capital, Inc.
(Exact name of registrant as specified in its charter)

MI
(State or other jurisdiction
of incorporation)
000-32057
(Commission File Number)
38-3543910
(IRS Employer
Identification Number)

1301 North Hagadorn Road
(Address of principal executive offices)
  48823
(Zip Code)

517-351-1150
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

On December 4, 2008, American Physicians Capital, Inc. announced in a press release that its Board of Directors authorized an additional $10 million to be allocated to the Company's stock repurchase plan under Rule 10b5-1. The related press release is attached hereto as Exhibit 99.1 and incorporated herein as referenced.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:
            None
(b) Pro forma financial information:
            None
(c) Shell company transactions:
            None
(d) Exhibits
            99.1       Press Release of American Physicians Capital, Inc. dated December 04, 2008


SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: December 04, 2008
AMERICAN PHYSICIANS CAPITAL, INC.

By:  /s/ R. Kevin Clinton                    
     R. Kevin Clinton
     President and Chief Executive Officer


Exhibit Index
Exhibit No. Description
99.1 Press Release of American Physicians Capital, Inc. dated December 04, 2008
EX-99 2 americanphysiciansc.htm AMERICAN PHYSICIANS CAPITAL, INC. PRESS RELEASE

American Physicians Capital, Inc. Adds $10 Million to 10b5-1 Stock Repurchase Plan

EAST LANSING, MI -- 12/04/2008 -- American Physicians Capital, Inc. (NASDAQ: ACAP) today announced that its Board of Directors authorized an additional $10 million to be allocated to the Company's stock repurchase plan under Rule 10b5-1.

Through December 3, 2008, the Company has repurchased 1,180,970 shares utilizing $47.2 million of equity in 2008. Since the inception of our share repurchase program in 2001, the Company has repurchased 9.2 million shares at an average price of $23.67 per share. The Company has the following outstanding share repurchase authorizations:

                                  Type of            (In thousands)
 Date Approved     Authorization Repurchase        Amount     Amount
    By Board           Year         Plan         Authorized Remaining(1)
- ----------------    ---------- -------------     ---------- ----------
October 29, 2007       2008      Rule 10b5-1     $   20,000 $    2,767 (2)
December 4, 2008       2008      Rule 10b5-1     $   10,000 $   10,000 (2)
February 7, 2008        NA     Discretionary (3) $   25,000 $   21,409
                                                 ---------- ----------
                                                 $   55,000 $   34,176
                                                 ========== ==========
NA = not applicable

(1) As of December 3, 2008.

(2) Amount can be rolled over into 2009

(3) All shares will be repurchased under management's discretion in the
    open market or in privately negotiated transactions during the
    Company's normal trading windows.

Depending on market conditions, the Company may conduct additional discretionary repurchases in the open market or in privately negotiated transactions during its normal trading windows. Any discretionary repurchases will be made under the outstanding February 2008 authorization, which has $21.4 million remaining as of today.

Corporate Description

American Physicians Capital, Inc. is a regional provider of medical professional liability insurance focused primarily in the Midwest and New Mexico markets through American Physicians Assurance Corporation and its other subsidiaries. Further information about the companies is available on the Internet at http://www.apcapital.com.

Forward-Looking Statement

Certain statements made by American Physicians Capital, Inc. in this release may constitute forward-looking statements within the meaning of the federal securities laws. These include statements concerning the continuance of discretionary repurchase transactions made during open trading windows and the expected continuation of share repurchases under the Company's Rule 10b5-1 plan. In addition, when we use words such as "will," "should," "believes," "expects," "anticipates," "estimates" or similar expressions, we are making forward-looking statements. While we believe any forward-looking statements we have made are reasonable, they are subject to risks and uncertainties, and actual results could differ materially. These risks and uncertainties include, but are not limited to, unexpected requirements for cash, including for acquisitions, changes in the Company's business prospects, the market price of the Company's stock, unexpected changes in the financial market conditions, and any other factors listed or discussed in the reports filed by APCapital with the Securities and Exchange Commission under the Securities Exchange Act of 1934. APCapital does not undertake, and expressly disclaims any obligation, to update or alter its statements whether as a result of new information, future events or otherwise, except as required by law.

Contact:
Ann Storberg
Investor Relations
(517) 324-6629


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