- Current report filing (8-K)
August 12 2011 - 3:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 12, 2011
FPIC INSURANCE GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
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FLORIDA
(State or other jurisdiction of
incorporation)
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1-11983
(Commission File Number)
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59-3359111
(IRS Employer Identification No.)
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1000 Riverside Avenue, Suite 800
Jacksonville, Florida 32204
(Address of Principal executive offices, including Zip Code)
(904) 354-2482
(Registrants telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On August 12, 2011, FPIC Insurance Group, Inc. (the Company) held a special meeting of its
shareholders (the special meeting) in order to vote upon the following proposals (the
proposals):
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1)
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a proposal to approve and adopt the Agreement and Plan of Merger, dated as of
May 23, 2011 (the Merger Agreement), by and among The Doctors Company, a California
domiciled reciprocal inter-insurance exchange (TDC), Fountain Acquisition Corp., a
Florida corporation and a wholly owned subsidiary of TDC (Merger Sub), and the
Company, pursuant to which Merger Sub will merge with and into the Company and the
Company will continue as the surviving corporation and a wholly owned subsidiary of
TDC (the Merger Proposal);
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2)
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a proposal to grant authority to the named proxies to adjourn or postpone the
special meeting, if necessary or appropriate, to solicit additional proxies if there
are insufficient votes at the time of the special meeting to approve and adopt the
Merger Agreement (the Adjournment Proposal); and
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3)
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a proposal to approve, on a non-binding advisory basis, the compensation that
may be received by the Companys named executive officers in connection with the
merger contemplated by the Merger Agreement (the Non-Binding Compensation Proposal).
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As of July 12, 2011, the record date for the special meeting (the record date), there were
8,397,934 shares of the Companys common stock outstanding and entitled to vote on the proposals at
the special meeting. At the special meeting, holders of 6,115,916 shares of the Companys common
stock entitled to vote on the proposals were represented (in person or by proxy), constituting a
quorum. Approval of the Merger Proposal required the affirmative vote of the holders of a majority
of the shares of the Companys common stock outstanding and entitled to vote at the close of
business on the record date. Approval of the Adjournment Proposal and the Non-Binding Compensation
Proposal required the affirmative vote of a majority of the votes cast on each such proposal at the
special meeting.
The Companys shareholders approved the Merger Proposal based on the following results:
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FOR
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AGAINST
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ABSTAIN
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6,061,133
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43,953
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10,830
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Approximately
72.17% of the Companys common stock entitled to vote at the special meeting
was voted in favor of the Merger Proposal.
The Companys shareholders also approved the Non-Binding Compensation Proposal based on the
following results:
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FOR
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AGAINST
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ABSTAIN
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4,589,782
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1,441,710
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84,424
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Approximately
75.04% of the votes cast on the Non-Binding Compensation Proposal were voted
in favor of such proposal.
Since the Merger Proposal was approved, it was not necessary to consider the Adjournment
Proposal and the results of the vote on the Adjournment Proposal were not announced at the special
meeting.
A copy of the press release issued by the Company regarding the results of the shareholder
vote at the special meeting is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits
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99.1
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Press Release of FPIC Insurance Group, Inc., dated August 12, 2011.
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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.
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FPIC Insurance Group, Inc.
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Date: August 12, 2011
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By:
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/s/ T. Malcolm Graham
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Name:
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T. Malcolm Graham
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Title:
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General Counsel and Secretary
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3
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