As filed with
the Securities and Exchange Commission on May 31, 2022
Registration No.
333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
ATLANTIC
AMERICAN CORPORATION
(Exact name of registrant as
specified in its charter)
Georgia
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58-1027114
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification
No.)
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4370 Peachtree
Road, N.E.
Atlanta,
Georgia 30319
(Address of
principal executive offices, including zip code)
Atlantic
American Corporation 2022 Equity and Incentive Compensation
Plan
(Full title
of the plan)
Hilton H.
Howell, Jr.
President and
Chief Executive Officer
Atlantic
American Corporation
4370 Peachtree
Road, N.E.
Atlanta,
Georgia 30319
(404)
266-5500
(Name and
address of agent for service) (Telephone number, including area
code, of agent for service)
Copy
to:
Mark
L. Hanson, Esq.
Jones
Day
1221
Peachtree Street, N.E.
Suite
400
Atlanta, Georgia 30361
(404)
521-3939
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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If
an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
EXPLANATORY
NOTE
This Registration Statement on Form
S-8 (this “Registration Statement”) is being filed for the purpose
of registering 3,000,000 shares of common stock, par value $1.00
per share (the “Common Stock”), of Atlantic American Corporation
(the “Registrant”), available for issuance pursuant to the Atlantic
American Corporation 2022 Equity and Incentive Compensation Plan
(the “Plan”).
PART I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the
information called for in Part I of Form S-8 will be sent or given
to participants in the Plan as specified by Rule 428(b)(1) under
the Securities Act of 1933 (the “Securities Act”). Such documents
need not be filed with the Securities and Exchange Commission (the
“SEC”) either as part of this Registration Statement or as a
prospectus or prospectus supplements pursuant to Rule 424 under the
Securities Act. The documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part
II of this Form S-8, when taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities
Act.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. |
Incorporation of Documents by
Reference.
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The following documents filed by
the Registrant with the SEC are incorporated by reference into this
Registration Statement:
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a) |
the Registrant’s Annual Report on
Form 10-K for the year ended December 31, 2021, filed with the
SEC on March 25, 2022;
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b) |
the Registrant’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2022, filed with the
SEC on May 11, 2022;
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c) |
the Registrant’s Current Report on Form
8-K filed with the SEC on May 31, 2022; and
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d) |
the description of the Common Stock contained in the
Registrant’s registration statement filed pursuant to Section 12 of
the Securities Exchange Act of 1934 (the “Exchange Act”), and all
amendments or reports filed for the purpose of updating such
description, including
Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for
the year ended December 31, 2019, filed with the SEC on March 24,
2020.
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All documents filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act subsequent to the filing of this Registration
Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing such
documents.
Any statement contained herein, or
in a document incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed document that also is
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.
Item 4. |
Description of Securities.
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Not applicable.
Item 5. |
Interests of Named Experts and
Counsel.
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Not applicable.
Item 6. |
Indemnification of Directors and
Officers.
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The Registrant’s Restated Bylaws,
as amended, provide that the Registrant shall indemnify any of its
directors, officers, employees or agents, or any person serving at
the Registrant’s request as a director, officer, employee or agent
of another corporation or organization, against expense if the
person indemnified acted in a manner he reasonably believed to be
in or not opposed to the best interests of the Registrant and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful, except that in
proceedings to obtain a judgment in favor of the Registrant,
indemnification would be limited to expenses incurred in connection
with the defense or settlement of such action, and, in the case of
adjudicated negligence or misconduct, only if and to the extent
approved by the court. Such indemnification obligation is not to be
deemed exclusive of any other right, in respect of indemnification
or otherwise, to which any party may be entitled under any other
Bylaw provision or resolution approved by the shareholders.
The Registrant’s Restated
Articles of Incorporation, as amended, contain provisions that
provide that no director of the Registrant shall be personally
liable to the Registrant or its shareholders for monetary damages
for breach of fiduciary duty as a director, except for liability
(i) for any appropriation, in violation of his duties, of any
business opportunity of the Registrant, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for the types of liability set
forth in Section 14-2-154 of the Georgia Business Corporation Code,
as amended, or (iv) for any transaction from which the director
derived an improper personal benefit.
[The Registrant has obtained
directors’ and officers’ liability and corporation reimbursement
insurance. The insurance reimburses (a) directors and officers for
certain losses arising from claims made against them in their
capacities as such, or (b) the Registrant for amounts paid where
the Registrant is required or permitted to indemnify directors and
officers for such losses.]
Item 7. |
Exemption from Registration
Claimed.
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Not applicable.
Exhibit
Number
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Description of
Exhibit
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Location
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Restated Articles of Incorporation of the Registrant, as
amended.
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Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for
the year ended December 31, 2008, filed March 31, 2009
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Restated Bylaws of the Registrant, as amended.
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Exhibit 3.1 to the Registrant’s Current Report on Form 8-K
filed March 4, 2016
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Opinion of Jones Day.
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Filed herewith
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Consent of Dixon Hughes Goodman LLP.
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Filed herewith
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Consent of Jones Day (included in Exhibit 5.1).
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Filed herewith
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Power of Attorney (included on the signature page
hereto).
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Filed herewith
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Atlantic American Corporation 2022 Equity and Incentive
Compensation Plan.
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Exhibit 10.1 to the Registrant’s Current Report on Form 8-K,
filed May 31, 2022
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Filing Fee Table.
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Filed herewith
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(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the “Calculation
of Filing Fee” table in the effective registration statement;
and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided,
however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration
statement.
(2) That,
for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b)
The registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of such annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c)
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by such registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all 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 Atlanta, State of Georgia, on this
31st day of May 2022.
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ATLANTIC AMERICAN CORPORATION
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By:
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/s/ Hilton H. Howell, Jr.
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Name: Hilton H. Howell, Jr.
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Title: President and Chief Executive Officer
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KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and
appoints Hilton H. Howell, Jr. and J. Ross Franklin, and each of
them, as his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities,
to sign this Registration Statement on Form S-8, and any and all
amendments (including post-effective amendments) thereto and any
new registration statement with respect to the offering
contemplated thereby filed pursuant to Rule 462(b) of the
Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite or necessary to be
done in connection therewith 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 attorneys-in-fact and
agents, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed
by the following persons in the capacities and on the dates
indicated.
Signature
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Title
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Date
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/s/ Hilton H. Howell,
Jr.
Hilton H. Howell, Jr.
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President, Chief Executive Officer
and Chairman of the Board of Directors
(Principal Executive Officer)
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May 31, 2022
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/s/ J. Ross Franklin
J. Ross Franklin
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Vice President and Chief Financial
Officer
(Principal Financial and Principal Accounting
Officer)
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May 31, 2022
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/s/ Robin R. Howell
Robin R. Howell
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Director
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May 31, 2022
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/s/ Mark E.
Preisinger
Mark E. Preisinger
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Director
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May 31, 2022
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/s/ Joseph M.
Scheerer
Joseph M. Scheerer
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Director
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May 31, 2022
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/s/ Scott G. Thompson
Scott G. Thompson
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Director
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May 31, 2022
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/s/ Keehln Wheeler
Keehln Wheeler
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Director
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May 31, 2022
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