As filed with the Securities and Exchange Commission on August 31, 2016
Registration No. 333-160935
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN INDEPENDENCE CORP.
(Exact name of registrant as specified in its charter)
Delaware
11-1817252
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
485 Madison Avenue
New York, New York 10022
(Address of Principal Executive Offices, including Zip Code)
AMERICAN INDEPENDENCE CORP.
2009 STOCK INCENTIVE PLAN
(Full title of the plan)
Loan Nisser
Vice President and Secretary
American Independence Corp.
485 Madison Avenue
New York, New York 10022
(Name and address of agent for service)
(212) 355-4141
(Telephone number, including area code, of agent for service)
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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| Accelerated filer o
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Non-accelerated filer x (Do not check if a smaller reporting company)
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| Smaller reporting company o
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following registration statement of American Independence Corp. (the “Company”) pertaining to the registration of the shares offered under the 2009 Stock Incentive Plan filed on Form S-8 (the “Registration Statement”):
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File No.
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| Date Originally Filed
with the SEC
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| Name of Equity Plan or Agreement
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| Shares of
Common Stock
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333-160935
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| July 31, 2009
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| 2009 Stock Incentive Plan
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| 6,550,556
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On August 30, 2016, AMIC Holdings, Inc., a Delaware corporation and the parent of the Company ("Acquisition Co.") filed a Certificate of Ownership and Merger (the “Merger Certificate”) merging the Company with and into Acquisition Co., with Acquisition Co. continuing as the surviving corporation (the “Merger”). Pursuant to the Merger Certificate, the Merger became effective on August 31, 2016.
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to the Registration Statement. Accordingly, the Company is filing this Post-Effective Amendment to the Registration Statement pursuant to Rule 478 under the Securities Act of 1933, as amended, to hereby terminate the effectiveness of the Registration Statement, and in accordance with the undertakings made by the Company in the Registration Statement, to remove from registration by means of a post-effective amendment any of the securities that had been registered but remain unsold at the termination of the offering, the Company hereby removes from registration all such securities, if any, that remain unsold as of the date of this Post-Effective Amendment. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment to Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on August 31, 2016.
AMERICAN INDEPENDENCE CORP.
By: /s/ David T. Kettig_______
David T. Kettig
President