-----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, IafLqc1xYL5O52b/denHPkiTqyaIYB1WLto7AiUxCQIe0OSNvAaBJpHXTvOHUqkI obfB4zkl9aYSwYwYHkZ9kw== 0000724024-04-000011.txt : 20040625 0000724024-04-000011.hdr.sgml : 20040625 20040625111302 ACCESSION NUMBER: 0000724024-04-000011 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040624 EFFECTIVENESS DATE: 20040624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PHYSICIANS SERVICE GROUP INC CENTRAL INDEX KEY: 0000724024 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 751458323 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-116848 FILM NUMBER: 04881136 BUSINESS ADDRESS: STREET 1: 1301 CAPITAL OF TEXAS HWY STREET 2: C-300 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5123280888 MAIL ADDRESS: STREET 1: 1301 CAPITAL OF TEXAS HIGHWAY CITY: AUTIN STATE: TX ZIP: 78746 S-8 1 june_s8.txt FORM S-8 DATED JUNE 23, 2004 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- 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 ---------------------- CALCULATION OF REGISTRATION FEE
======================================= ================= ====================== ==================== 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 - -------------------- ----------------- ---------------------- ---------------------- -------------- - -------------------- ----------------- ---------------------- ---------------------- -------------- Common Stock (1) 400,000 $ 9.76 $3,904,000.00 $494.64 =====================================================================================================
(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 -------------------------------------------- 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 - -------------------------- ------------------------------------- /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 - --------------------------- Jackie Majors /s/ Robert L. Myer Director - --------------------------- Robert L. Myer 2 /s/ William A. Searles Director - --------------------------- William A. Searles /s/ Cheryl Williams Director - --------------------------- Cheryl Williams 3 INDEX TO EXHIBITS Exhibit No. Description - ---------- --------------------- 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 4 EX-5 2 agconsent.txt OPINION OF LEGAL COUNSEL [GRAPHIC OMITTED] AKIN GUMP STRAUSS HAUER & FELD LLP Attorneys at Law Exhibit 5.1 June 23, 2004 American Physicians Service Group, Inc. 1301 Capital of Texas Highway South, Suite B-200 Austin, Texas 78746 Ladies and Gentlemen: We have acted as special counsel to American Physicians Service Group, Inc. (the "COMPANY"), in connection with the registration, pursuant to a registration statement on Form S-8 (the "REGISTRATION STATEMENT"), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "SECURITIES ACT"), of up to 400,000 shares (the "Company Shares") of the Company's common stock, par value $0.10 per share, to be issued under the Amended and Restated 1995 Incentive and Non-Qualified Stock Option Plan of American Physicians Service Group, Inc. (the "STOCK OPTION PLAN"). We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies. Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth hereinafter, we are of the opinion that when the Registration Statement has become effective under that Act and the Company Shares are issued and delivered as described in the Registration Statement (and the prospectus referred to therein) and the Stock Option Plan, the Company Shares will be duly authorized, validly issued, fully paid and non-assessable. The opinions and other matters in this letter are qualified in their entirety and subject to the following: A. We express no opinion as to the laws of any jurisdiction other than any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions ("LAWS") of the Texas Business Corporation Act. B. This law firm is a registered limited liability partnership organized under the laws of the State of Texas. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder. Sincerely, /s/ Akin Gump Strauss Hauer & Feld, LLP ---------------------------------------- AKIN GUMP STRAUSS HAUER & FELD LLP EX-23 3 auditors.txt CONSENT OF INDEPENDENT AUDITORS Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM American Physicians Service Group, Inc. Austin, Texas We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement on Form S-8 of our report dated March 21, 2004, relating to the consolidated financial statements of American Physicians Service Group, Inc. appearing in the Company's Annual Report of Form 10-KSB for the year ended December 31, 2003. We also consent to the reference to us under the caption "Experts" in the Prospectus. /s/ BDO Seidman, LLP -------------------------- Houston, Texas June 22, 2004 -----END PRIVACY-ENHANCED MESSAGE-----