AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 2002
REGISTRATION NO. ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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REGISTRATION STATEMENT
ON FORM S-8
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)
PROASSURANCE CORPORATION INCENTIVE COMPENSATION STOCK PLAN
(Full title of the plan)
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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
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE(3)
------------------ -------------- ------------------ -------------------------- ---------
Common Stock 1,420,516 $16.75 $23,793,643 $2,189.02
par value $1.00
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(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended, the
number of shares of securities registered under this Registration
Statement will be increased as a result of future stock splits, stock
dividends or similar transactions that occur prior to the distribution
of the securities covered by this Registration Statement.
(2) Calculated in accordance with Rule 457(h) of the Securities and
Exchange Commission.
(3) Pursuant to Rule 457(p), the filing fee has been offset against the
filing fee previously paid by the registrant in the amount of $27,680
with respect to 7,923,031 unsold shares of common stock registered
under registrant's registration statement on Form S-4 (file No.
333-49378) as originally filed on November 6, 2000, and as amended by
Post-Effective Amendment No. 2 filed on January 25, 2002, to reflect
the unsold shares.
INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS
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").
Upon consummation of the Consolidation, ProAssurance assumed all options
previously granted under Medical Assurance, Inc.'s Incentive Compensation Stock
Plan and Professionals Group, Inc.'s 1996 Long Term Stock Incentive Plan. 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. The shares of
ProAssurance Common Stock subject to the outstanding options were registered in
the Registration Statement of ProAssurance on Form S-4 (No. 333-49378) and are
not included in this Registration Statement.
On September 27, 2001, the Board of Directors of ProAssurance
authorized the assumption of Medical Assurance's Incentive Compensation Stock
Plan by ProAssurance and amended the plan to expand the participants to
employees, advisors and consultants of ProAssurance and its subsidiaries; to
substitute ProAssurance Common Stock for Medical Assurance common stock as the
stock subject to the plan; and to change the name of the plan to "ProAssurance
Corporation Incentive Compensation Stock Plan." This Registration Statement
relates to 1,420,516 shares of ProAssurance Common Stock that are reserved for
issuance under the plan and that are not subject to outstanding options or
awards. The shares subject to this Registration Statement have been approved
for listing on the New York Stock Exchange.
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 Report on Form 10-Q for the
quarters ended September 30, 2001 and June 30, 2001, as
amended.
(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
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.
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EXPERTS
The balance sheets of ProAssurance Corporation as of December 31, 2000
and October 20, 2000 (date of inception of ProAssurance Corporation) included
in the joint proxy statement/prospectus of ProAssurance Corporation filed
pursuant to Rule 424(b) on May 3, 2001, have been audited by Ernst & Young,
LLP, independent auditors, as set forth in their report thereon and
incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
The consolidated financial statements of Medical Assurance, Inc.,
incorporated by reference from the Annual Report on Form 10-K for the year
ended December 31, 2000 in the joint proxy statement/prospectus of ProAssurance
Corporation filed pursuant to Rule 424(b) on May 3, 2001, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
and incorporated herein by reference. Such consolidated financial statements
are incorporated herein by reference in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Professionals Group,
incorporated by reference from the Professionals Group's Annual Report on Form
10-K for the year ended December 31, 2000 as amended by Form 10-K/A (Amendment
No. 1) filed on April 24, 2001, in the joint proxy statement/prospectus of
ProAssurance Corporation filed pursuant to Rule 424(b) on May 3, 2001, and
incorporated herein by reference, have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
The consolidated financial statements of Professionals Group as of
December 31, 1998 incorporated by reference from the Professionals Group's
Annual Report on Form 10-K for the year ended December 31, 2000 as amended by
Form 10-K/A (Amendment No. 1) filed on April 24, 2001, in the joint proxy
statement/prospectus of ProAssurance Corporation filed pursuant to Rule 424(b)
on May 3, 2001, have been audited by KPMG LLP, independent accountants, as set
forth in their report thereon and is incorporated by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
auditing and accounting.
The consolidated financial statements of Michigan Educational
Employees Mutual Insurance Company (predecessor of MEEMIC Holdings, Inc.),
incorporated by reference from the Professionals Group's Current Report on Form
8-K/A (Amendment No. 1) dated July 1, 1999 and filed on September 13, 1999, in
the joint proxy statement/prospectus of ProAssurance Corporation filed pursuant
to Rule 424(b) on May 3, 2001, and incorporated herein by reference, have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
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
3
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.
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
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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.
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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 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 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.C. Chairman of the Board and January 4, 2002
------------------------------------ Chief Executive Officer, Director
A. Derrill Crowe, M.D. (Principal Executive Officer)
/s/ James J. Morello Treasurer (Principal January 4, 2002
-----------------------------
James J. Morello Accounting Officer)
/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.
/s/ 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.