AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 2002
REGISTRATION NO. 333-49378
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4
UNDER
THE SECURITIES ACT OF 1933*
PROASSURANCE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 63-1261433
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 Brookwood Place
Birmingham, Alabama 35209
(Address of Principal Executive Offices)
MEDICAL ASSURANCE, INC. INCENTIVE COMPENSATION STOCK PLAN**
PROFESSIONALS GROUP, INC. 1996 LONG TERM STOCK INCENTIVE PLAN**
(Full title of the plan)
---------------
A. Derrill Crowe, M.D.
Chief Executive Officer
100 Brookwood Place
Birmingham, Alabama 35209
(Name and address of agent for service)
(205) 877-4400
(Telephone number, including area code, of agent for service)
Copies of all communications to:
Jack P. Stephenson, Esq.
Burr & Forman LLP
SouthTrust Tower, Suite 3100
420 North 20th Street
Birmingham, Alabama 35203
(205) 458-5201
* Filed as a Post-Effective Amendment on Form S-8 to such Registration
Statement pursuant to the provisions of Rule 401(e) and the procedure
described herein. See "Introductory Statement Not Forming Part of
Prospectus" following this cover page.
** Each Plan was assumed by ProAssurance pursuant to the Agreement to
Consolidate between Medical Assurance, Inc. and Professionals Group,
Inc., effective June 27, 2001.
INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS
ProAssurance Corporation ("ProAssurance" or the "Registrant") hereby
amends its Registration Statement on Form S-4 (No. 333-49378) (the "Registration
Statement"), by filing this Post-Effective Amendment No. 1 on Form S-8 relating
to 789,970 shares of ProAssurance common stock, $.01 par value per share,
registered under the Registration Statement and issuable pursuant to currently
outstanding stock options granted under Medical Assurance, Inc.'s Incentive
Compensation Stock Plan and Professionals Group, Inc.'s 1996 Long Term Stock
Incentive Plan (collectively, the "Plans"). The registration fees for shares of
ProAssurance Common Stock to be issued with respect to outstanding options
issued under the Plans were paid at the time of the original filing of the
Registration Statement on November 6, 2000. The Registration Statement also
relates to an indeterminate number of shares of common stock of Registrant that
may be issued upon stock splits, stock dividends or similar transactions in
accordance with Rule 416 of the Securities and Exchange Commission.
On June 27, 2001, Medical Assurance, Inc. ("Medical Assurance") and
Professionals Group, Inc. ("Professionals Group") completed their consolidation
(the "Consolidation) and became wholly-owned subsidiaries of a newly formed
holding company named ProAssurance Corporation ("ProAssurance") pursuant to an
Agreement to Consolidate dated June 22, 2000 (the "Consolidation Agreement").
The Consolidation and Consolidation Agreement are more specifically described in
the Registration Statement. The Consolidation was consummated through the
mergers of two wholly-owned subsidiaries of ProAssurance with and into Medical
Assurance and Professionals Group, with Medical Assurance and Professionals
Group being the surviving corporations of the mergers. Upon consummation of the
Consolidation, each outstanding share of common stock, par value $1.00 per
share, of Medical Assurance was converted into one share of ProAssurance common
stock, $.01 par value per share (the "ProAssurance Common Stock"). Each
outstanding share of common stock, no par value per share, of Professionals
Group was converted into the right to receive, at the holder's election, (i)
.897 of a share of ProAssurance Common Stock plus $13.47 in cash, or (ii) $27.47
in cash. In addition, ProAssurance assumed all options previously granted under
the Plans. Each outstanding and unexercised option to purchase one share of
Medical Assurance common stock was converted into an option to purchase one
share of ProAssurance Common Stock at the same option price. Each outstanding
and unexercised option to purchase one share of Professionals Group common stock
was converted into an option to purchase 1.760 shares of ProAssurance Common
Stock at an option price to be determined by dividing the option price for the
subject share of Professionals Group common stock by the exchange ratio of
1.760.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended June 30, 2001, as amended, and September 30,
2001.
(2) The Registrant's Prospectus filed pursuant to Rule 424(b) on
May 3, 2001;
(3) The Registrant's Current Reports on Form 8-K dated May 18,
2001 and July 12, 2001; and
(4) The description of the Registrant's Common Stock contained in
the Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on June 8, 2001.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all
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securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in and to be a part hereof from the date of filing of such documents.
Copies of the above documents (excluding exhibits) may be obtained by
persons holding unexercised options under the Plans may be obtained, without
charge, upon written or oral request directed to Investor Relations,
ProAssurance Corporation, 100 Brookwood Place, Birmingham, Alabama 35209,
Telephone: (205) 877-4400.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Delaware law, the Registrant's certificate of
incorporation provides that the directors of the Registrant will not be held
personally liable for a breach of fiduciary duty as a director, except that a
director may be liable for (1) a breach of the director's duty of loyalty to the
corporation or its shareholders, (2) acts made in bad faith or which involve
intentional misconduct or a knowing violation of the law, (3) illegal payment of
dividends under Section 174 of the Delaware General Corporation Law; or (4) for
any transaction from which the director derives an improper personal benefit.
The by-laws of the Registrant provide that the Registrant will
indemnify any person involved in litigation brought by a third party or by or in
the right of the corporation by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another entity. The Registrant will only indemnify such a person if that person
acted in good faith and in a manner he or she reasonably believed to be lawful
and in the best interests of the corporation, except that the person will not be
entitled to indemnification in an action in which he or she is found to be
liable to the corporation unless the Court of Chancery deems indemnification
under these circumstances proper.
The Registrant's certificate of incorporation further provides that if
Delaware law is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Registrant shall be eliminated or limited to the fullest extent permitted
by Delaware law, as so amended.
The Consolidation Agreement provides that the Registrant, Medical
Assurance, and Professionals Group will jointly and severally indemnify, to the
fullest extent permitted by law, all persons serving or having served as
directors or officers of Medical Assurance or Professionals Group prior to the
completion of the Consolidation for any threatened or actual claim, action,
suit, proceeding, or investigation against them arising in whole or in part out
of, or pertaining to (1) the fact that he or she is or was a director or officer
of the Registrant, Medical Assurance or Professionals Group, or (2) the
Consolidation Agreement or any transaction contemplated by the Consolidation
Agreement. The indemnification obligations under the Consolidation Agreement
expire three years from June 27, 2001, the date the Consolidation was completed.
The Consolidation Agreement further provides that for a period of three
years after the Consolidation, the Registrant will use its best efforts to
maintain in effect directors' and officers' liability insurance covering those
persons who were covered by Professionals Group's directors' and officers'
liability insurance policy prior to the Consolidation in an amount and scope at
least as favorable as past policies covering Professionals Group's directors and
officers. This insurance coverage was obtained by the Registrant promptly after
completion of the Consolidation.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed herewith or incorporated by reference
herein as part of this Post-Effective Amendment No. 1 to the Registration
Statement:
Exhibit Description
------- -----------
4.1 Certificate of Incorporation of the Registrant.**
4.2 By-Laws of the Registrant.**
5.1 Opinion of Burr & Forman LLP regarding legality of shares being registered.**
23.1 Consent of Ernst & Young LLP., independent certified public accountants of ProAssurance Corporation
and Medical Assurance, Inc.*
23.2 Consent of PricewaterhouseCoopers LLP, independent certified public accountants of Professionals Group, Inc.*
23.3 Consent of KPMG LLP, independent certified public accountants of Professionals Group, Inc.*
23.4 Consent of PricewaterhouseCoopers LLP, independent certified public accountants of Michigan Educational Employees
Mutual Insurance Company (predecessor to MEEMIC Holdings, Inc.).*
*Filed herewith.
**Previously filed.
ITEM 9. UNDERTAKINGS
(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 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;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 the time shall be deemed to be the initial bona
fide offering thereof; and
(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 undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement
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shall be deemed to be a new registration statement relating to
the securities offered herein, 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the 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 Act and will be
governed by the final adjudication of such issue.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant 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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Homewood,
State of Alabama, on this the 4th day of January, 2002.
PROASSURANCE CORPORATION
By: /s/A. Derrill Crowe, M.D.
----------------------------------------
A. Derrill Crowe, M.D.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/A. Derrill Crowe, M.D. Chairman of the Board, January 4, 2002
------------------------------------ Chief Executive Officer, Director
A. Derrill Crowe, M.D. (Principal Executive Officer)
/s/James J. Morello Treasurer (Principal January 4, 2002
------------------------------------ Accounting Officer)
James J. Morello
/s/Victor T. Adamo Director January 4, 2002
------------------------------------
Victor T. Adamo, Esq.
/s/Paul R. Butrus Director January 4, 2002
------------------------------------
Paul R. Butrus
/s/Norton E. Cowart, M.D. Director January 4, 2002
------------------------------------
Norton E. Cowart, M.D.
/s/Robert E. Flowers, M.D. Director January 8, 2002
------------------------------------
Robert E. Flowers, M.D.
Leon C. Hamrick, M.D. Director January 4, 2002
------------------------------------
Leon C. Hamrick, M.D.
/s/John P. North, Jr. Director January 4, 2002
------------------------------------
John P. North, Jr.
/s/Ann F. Putallaz, Ph.D. Director January 4, 2002
------------------------------------
Ann F. Putallaz, Ph.D.
/s/William H. Woodhams, M.D. Director January 8, 2002
------------------------------------
William H. Woodhams, M.D.
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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4.1 Certificate of Incorporation of the Registrant.**
4.2 By-Laws of the Registrant.**
5.1 Opinion of Burr & Forman LLP regarding legality of shares being registered.**
23.1 Consent of Ernst & Young LLP., independent certified public accountants of ProAssurance
Corporation and Medical Assurance, Inc.*
23.2 Consent of PricewaterhouseCoopers LLP, independent certified public accountants of Professionals Group, Inc.*
23.3 Consent of KPMG LLP, independent certified public accountants of Professionals Group, Inc.*
23.4 Consent of PricewaterhouseCoopers LLP, independent certified public
accountants of Michigan Educational Employees Mutual Insurance Company
(predecessor to MEEMIC Holdings, Inc.).*
* Filed herewith.
** Previously filed.