- Post-Effective Amendment to an S-8 filing (S-8 POS)
October 22 2010 - 12:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-56428
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AMERICAN PHYSICIANS CAPITAL, INC.
(
Exact name of registrant as specified in its charter
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Michigan
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38-3543910
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(
State of Incorporation
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(
IRS Employer Identification No.
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1301 North Hagadorn Road
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East Lansing, Michigan
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48823
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(
Address of Principal Executive Offices
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(
Zip Code
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American Physicians Capital, Inc. Stock Compensation Plan
(
Full title of the Plan
)
R. Kevin Clinton
President and Chief Executive Officer
American Physicians Capital, Inc.
1301 North Hagadorn Road
East Lansing, Michigan 48823
(
Name and address of agent for service
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(
517) 351-1150
(
Telephone number, including area code, of agent for service
)
Indicate by check mark whether the 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. (Check one):
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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REMOVAL OF SECURITIES FROM REGISTRATION
This Post-Effective Amendment relates to the Registration Statement No. 333-56428, filed with
the Securities and Exchange Commission on March 2, 2001 (the Registration Statement), pertaining
to the registration of 2,400,000 shares of common stock (as adjusted for stock splits) of American
Physicians Capital, Inc. (the Company).
On October 22, 2010, pursuant to an Agreement and Plan of Merger, dated as of July 7,
2010, by and among The Doctors Company (Parent), Red Hawk Acquisition Corp. (Merger Sub) and
the Company, Merger Sub was merged with and into the Company, with the Company surviving as a
direct, wholly owned subsidiary of Parent.
As a result of the Merger, the offering pursuant to the Registration Statement has been
terminated. In accordance with the undertakings made by the Company contained in Part II of the
Registration Statement to remove from registration, by means of a post-effective amendment, any and
all securities that remain unsold at the termination of the offering, the Company hereby removes
from registration the securities of the Company registered but unsold under the Registration
Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing this Post-Effective Amendment No. 1 on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 22nd day of October, 2010.
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AMERICAN PHYSICIANS CAPITAL, INC.
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By:
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/s/ R. Kevin Clinton
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Name:
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R. Kevin Clinton
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Title:
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act, as amended, this Post-Effective Amendment
No. 1 on Form S-8 has been signed by the following persons in the capacities on October 22, 2010.
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Signature
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Title
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/s/ R. Kevin Clinton
R. Kevin Clinton
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President, Chief Executive Officer and Director
(Principal
Executive Officer)
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/s/ Frank H. Freund
Frank H. Freund
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Senior Vice President, Treasurer and
Chief
Financial Officer
(Principal Accounting Officer)
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/s/ AppaRao Mukkamala, M.D.
AppaRao Mukkamala, M.D.
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Director and Chairman of the Board
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/s/ Billy B. Baumann, M.D.
Billy B. Baumann, M.D.
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Director
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/s/ Spencer L. Schneider
Spencer L. Schneider
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Director
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/s/ Joseph Stilwell
Joseph Stilwell
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Director
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/s/ Larry W. Thomas
Larry W. Thomas
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Director
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/s/ Stephen H. Hayes, M.D.
Stephen H. Hayes, M.D.
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Director
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/s/ Mitchell A. Rinek, M.D.
Mitchell A. Rinek, M.D.
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Director
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