As filed with the Securities and Exchange Commission on July 27, 1999
Registration No. 333-______
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------
FPIC INSURANCE GROUP, INC.
(Exact name of registrant as specified in charter)
Florida 59-3359111
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1000 Riverside Avenue, Suite 800
Jacksonville, FL 32202
904-354-5910
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
John R. Byers, Esq.
FPIC Insurance Group, Inc.
Chief Operating Officer and General Counsel
1000 Riverside Avenue, Suite 800
Jacksonville, FL 32202
904-354-5910
(Name, address, including zip code, and telephone
number including area code, of agent for service)
---------------------------
Copies to:
Michael B. Kirwan, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
50 N. Laura St., Suite 2800
Jacksonville, FL 32202
904-354-8000
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Approximate date of commencement of proposed sale to public: From time to time
after the effective date of this registration statement.
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
---------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount maximum maximum Amount of
Title of Shares to be offering price aggregate registration
to be registered registered per Share (1) offering price (1) fee
<S> <C> <C> <C> <C>
Common Stock $.10 par value per share 263,816 shares $47.32 $12,482,454.04 $3,470.49
</TABLE>
Estimated solely for purposes of determining the registration fee. This amount,
calculated pursuant to Rule 457(c), was based on the average of the high and low
prices of the Registrant's Common Stock on July 22, 1999, as reported on the
Nasdaq National Market.
---------------------------
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
We will amend and complete the information in this prospectus. Although we
are permitted by U.S. federal securities law to offer these securities using
this prospectus, we may not sell them or accept your offer to buy them until the
registration statement filed with the SEC relating to these securities has been
declared effective by the SEC. This prospectus is not an offer to sell these
securities or our solicitation of your offer to buy these securities in any
jurisdiction where that would not be permitted or legal.
SUBJECT TO COMPLETION, DATED JULY 27, 1999
PROSPECTUS
263,816 Shares of
Common Stock
FPIC INSURANCE GROUP, INC.
This is a public offering of 263,816 shares of common stock of FPIC
Insurance Group, Inc. The selling shareholder identified in the prospectus is
selling all of the 263,816 shares offered under this prospectus. The shares
offered under this prospectus may be sold from time to time by the selling
shareholder, or by pledgees, donees, transferees or other successors in
interest. The Company will not receive any proceeds from the shares of common
stock sold by the selling shareholder.
The Company's common stock is traded on the Nasdaq National Market under
the symbol "FPIC." On July __, 1999, the last reported sales price for the
Company's common stock on the Nasdaq National Market was $_________ per share.
---------------------------
Neither the SEC nor any other regulatory body has approved or disapproved
these securities or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
---------------------------
The date of this prospectus is July___, 1999
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<PAGE>
TABLE OF CONTENTS
PAGE
WHERE YOU CAN FIND MORE INFORMATION.....................................2
THE COMPANY.............................................................3
SELLING SHAREHOLDER.....................................................4
PLAN OF DISTRIBUTION....................................................4
LEGAL MATTERS...........................................................5
EXPERTS.................................................................5
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3, of which
this prospectus is a part, with respect to the shares of common stock being
offered. We also file annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any document we file
with the SEC at the public reference facilities maintained by the SEC at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
SEC's regional offices located at Seven World Trade Center, New York, New York
10048 and 500 West Madison Street, Chicago, Illinois 60661. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public at the SEC's web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our
offering is completed.
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1998;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1999;
(3) Description of the Company's Common Stock as set forth in the
Registration Statement on Form 8-A/A dated July 30, 1996.
(4) The Company's report on Form 8-K, filed with the Commission on July 7,
1999.
All other documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
documents.
2
<PAGE>
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or superseded.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
John R. Byers
Chief Operating Officer and General Counsel
FPIC Insurance Group, Inc.
1000 Riverside Avenue, Suite 800
Jacksonville, Florida 32204
904-354-5910
You should rely only on the information incorporated by reference or
provided in this prospectus. We have authorized no one to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the document.
THE COMPANY
FPIC Insurance Group, Inc. (the "Company") is an insurance holding company.
The Company's direct and indirect subsidiaries include Florida Physicians
Insurance Company, Inc. ("FPIC"), Anesthesiologists' Professional Assurance
Company, Inc. ("APAC"), Administrators For The Professions, Inc., McCreary
Corporation, Employer's Mutual, Inc., The Tenere Group, Inc., Intermed Insurance
Company and Interlex Insurance Company.
The Company provides a number of insurance products with a concentration on
liability insurance products for the healthcare community. Medical professional
liability ("MPL") insurance for physicians and dentists is the Company's primary
product. MPL insurance insures a physician, dentist, hospital or other
healthcare provider against liabilities arising from the rendering of or failure
to render professional healthcare services. The Company's products are offered
in several states. Based on the number of physicians and dentists insured, the
Company is the largest provider of MPL insurance in Florida.
The Company's executive offices are located at 1000 Riverside Avenue, Suite
800, Jacksonville, Florida 32204. The Company's telephone number at that
location is 904-354- 5910.
USE OF PROCEEDS
All of the shares offered under this prospectus are being sold by the
selling shareholder. Although the Company does not expect to receive any
proceeds from the sale of these shares, 58,626 of the selling shareholder's
shares, or the proceeds from the sale of those
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<PAGE>
shares, are pledged to the Company by the selling shareholder to secure its
obligations to the Company under an indemnification and stock pledge agreement.
SELLING SHAREHOLDER
The following table sets forth (i) the name of the selling shareholder,
(ii) the number of shares of common stock beneficially owned by such selling
shareholder prior to the offering and being offered hereby, and (iii) the number
of shares of common stock beneficially owned by such selling shareholder after
completion of the offering.
<TABLE>
<CAPTION>
Shares Shares
Beneficially Shares Beneficially
Owned Prior to Being Owned
Selling Shareholder Offering (1)(2) Offered After Offering (2)
------------------- --------------- ------- ------------------
<S> <C> <C> <C>
The APAA Liquidating Trust 3 263,816 263,816 0
</TABLE>
- ---------------------------
(1) All share ownership information was provided to the Company by the
selling shareholder.
(2) Assumes that all of the shares held by the selling shareholder and
being offered hereby are sold, and that the selling shareholder acquires no
additional shares of common stock prior to completion of this offering. The
selling shareholder beneficially owns less than 1% of the total number of shares
of common stock outstanding.
(3) The APAA Liquidating Trust is a Florida trust that was formed in 1998
in connection with the Company's acquisition of APAC. The trustees are Frank
Moya, M.D., Elizabeth Moya, Joan McNulty, Monte Lichtiger, M.D., and Eugene L.
Nagle, M.D. Dr. Moya is a director of the Company, and Elizabeth Moya, who is
the daughter of Dr. Moya, is a director of FPIC. Dr. Moya, Elizabeth Moya, Joan
McNulty, Dr. Lichtiger and Dr. Nagel are also directors of APAC.
PLAN OF DISTRIBUTION
The shares may be distributed by the selling shareholder to its
beneficiaries, in accordance with the plan of distribution that the selling
shareholder has used in the past to make cash distributions to its
beneficiaries. Such distributions to the selling shareholder's beneficiaries may
be in exchange for cancellation or redemption of some or all of the
beneficiaries' interests in the selling shareholder.
The selling shareholder may sell shares to persons other than its
beneficiaries from time to time, and sales also may be made by pledgees, donees,
transferees and other successors in interest of the selling shareholder. The
selling shareholder plans to sell from time to time 2,000 shares for its own
account and to use the proceeds as working capital. The selling shareholder has
pledged 58,626 shares of the Company's common stock to the Company pursuant to
an indemnification and stock pledge agreement that the selling shareholder and
the Company entered into in connection with the Company's acquisition of APAC.
These 58,626 shares or the proceeds from any sale of these shares will be
retained by a collateral agent for
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<PAGE>
the benefit of the Company until the selling shareholder's obligations under the
indemnification and stock pledge agreement are satisfied.
Sales of the shares may be made on one or more exchanges including the
Nasdaq National Market or such other national securities exchange or automated
interdealer quotation system on which shares of the common stock are then
listed, through negotiated transactions or otherwise at prices and at terms then
prevailing or at prices related to the then current market price or in
negotiated transactions. The shares may be sold by one or more of the following
methods: (a) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this prospectus; (c)
a block trade in which the broker or dealer so engaged will attempt to sell the
shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; (d) an exchange distribution in accordance with
the rules of such exchange; and (e) through the writing of options on the
shares.
If necessary, a supplemental prospectus which describes the method of sale
in greater detail may be filed by the Company with the SEC pursuant to Rule
424(c) under the Securities Act of 1933. In effecting sales, brokers or dealers
engaged by the selling shareholder and/or purchasers of the shares may arrange
for other brokers or dealers to participate. Brokers or dealers will receive
commissions, concessions or discounts from the selling shareholder and/or the
purchasers of the shares in amounts to be negotiated prior to the sale. In
addition, any shares covered by this prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus. From time to time the selling shareholder may
engage in short sales, short sales versus the box, puts and calls, contracts for
future sale, and other transactions in securities of the Company or derivatives
thereof, and may sell and deliver the shares in connection therewith. The
Company will bear all expenses in connection with the registration of the shares
being offered by the selling shareholder. The selling shareholder will bear any
brokerage commissions, discounts and other costs associated with the sale of the
shares. The Company has agreed to indemnify the selling shareholder against
certain liabilities including liabilities under the Securities Act. The selling
shareholder has agreed to indemnify the Company against certain liabilities up
to an amount equal to the net proceeds from the sale of shares offered hereby.
The selling shareholder may also agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the shares
against certain liabilities, including liabilities arising under the Securities
Act.
The selling shareholder and any broker or dealer who acts in connection
with the sale of the shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act and any commissions received
by such broker-dealers and any profit on the resale of the shares sold by them
while acting as principals might be deemed to be underwriting discounts or
commissions under the Securities Act.
Because the selling shareholder may be deemed to be an "underwriter" within
the meaning of Section 2(11) of the Securities Act, the selling shareholder will
be subject to the prospectus delivery requirements of the Securities Act, which
may include delivery through the facilities of the Nasdaq quotation system
pursuant to Rule 153 under the Securities Act. The Company has informed the
selling shareholder that the anti-manipulative provisions of Regulation M
promulgated under the Exchange Act may apply to its sales in the market.
5
<PAGE>
LEGAL MATTERS
Legal matters with respect to the validity of the shares offered hereby by
the selling shareholder have been passed upon by LeBoeuf, Lamb, Greene & MacRae,
L.L.P., Jacksonville, Florida, counsel to the Company.
EXPERTS
The consolidated financial statements of FPIC Insurance Group, Inc. as of
December 31, 1998 and 1997, and for each of the years in the three-year period
ended December 31, 1998, incorporated by reference in this prospectus, have been
incorporated herein in reliance upon the report of KPMG LLP, independent
certified public accountants, and upon the authority of said firm as experts in
accounting and auditing.
6
<PAGE>
263,816 Shares
FPIC INSURANCE GROUP, INC.
Common Stock
P R O S P E C T U S
July __, 1999
7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Registration fee to SEC $ 3,470
Accounting fees and expenses 10,000
Legal fees and expenses 10,000
Miscellaneous expenses 5,000
-------------
Total $ 28,470
The foregoing items, except for the registration fee to the Securities and
Exchange Commission, are estimated. The Company has agreed to bear all expenses
in connection with the registration of the shares being offered by the selling
shareholder. The selling shareholder will bear any brokerage commissions,
discounts and other costs associated with the sale of the shares. The Company
has agreed to indemnify the selling shareholder against certain liabilities
including liabilities under the Securities Act.
Item 15. Indemnification of Directors and Officers
Article VI of the Bylaws of the Company provides for indemnification of the
Company's directors, officers, employees or agents in accordance with the laws
of the State of Florida.
Section 607.0850(1) of the Florida Business Corporation Act (the "FBCA")
empowers a corporation to indemnify any person who was or is a party to any
proceeding (other than an action 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 the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against liability incurred in connection with such proceeding
(including any appeal) if he or she acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Section 607.0850(2) of the FBCA empowers a corporation to indemnify any
person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth in the preceding paragraph,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expenses of litigating the proceeding
including appeals, provided that the person acted under the standards set forth
in the preceding paragraph. However, no indemnification may be made for any
claim, issue or matter as to which such person is adjudged to be liable unless,
and only to the extent that, the court in which such proceeding was brought, or
any other court of competent jurisdiction, determines upon application that,
despite the adjudication of liability but in view of all the
II-1
<PAGE>
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses that the court deems proper.
Section 607.0850(3) of the FBCA provides that to the extent a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in the defense of any proceeding referred to in subsections (1) and
(2) of Section 607.0850 or in the defense of any claim, issue or matter therein,
he or she shall be indemnified against expenses actually and reasonably incurred
by him or her in connection with the defense.
Section 607.0850(4) of the FBCA provides that any indemnification under
subsections (1) and (2) of Section 607.0850, unless determined by a court, shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in subsections (1) and (2) of Section 607.0850. Such
determination shall be made:
(a) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such proceeding;
(b) if such a quorum is not obtainable, or, even if obtainable, by a
majority vote of a committee duly designated by the board of directors (in which
directors who are parties may participate) consisting solely of two or more
directors not at the time parties to the proceeding;
(c) by independent legal counsel:
(1) selected by the board of directors as prescribed in paragraph (a) or a
committee selected as prescribed in paragraph (b); or
(2) if no quorum of directors can be obtained under paragraph (a) and no
committee can be designated under paragraph (b), by a majority vote of the full
board of directors (in which directors who are parties may participate); or
(d) by the shareholders by a majority vote of a quorum of shareholders who
were not parties to such proceedings or if no quorum is obtainable, by a
majority vote of shareholders who were not parties to such proceeding.
Expenses incurred by a director or officer in defending a civil or criminal
proceeding may be paid by the corporation in advance of the final disposition
thereof upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it is ultimately determined that such director
or officer is not entitled to indemnification under Section 607.0850.
Section 607.0850(7) of the FBCA states that indemnification and advancement
of expenses are not exclusive and empowers the corporation to make any other
further indemnification or advancement of expenses of its directors, officers,
employees or agents under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, for actions in an official capacity and in
other capacities while holding an office. However, a corporation cannot
indemnify or advance expenses if a judgment or other final adjudication
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establishes that the actions of the director, officer, employee or agent (a)
violated criminal law, unless the director, officer, employee or agent had
reasonable cause to believe his or her conduct was lawful or had no reasonable
cause to believe his or her conduct was unlawful, (b) derived an improper
personal benefit from such transaction, (c) was or is a director in a
circumstance where the liability under Section 607.0834 of the FBCA (relating to
unlawful distributions) applies, or (d) engages in willful misconduct or
conscious disregard for the best interests of the corporation in a proceeding by
or in right of the corporation to procure a judgment in its favor or in a
proceeding by or in right of a shareholder.
Section 607.0850(9) of the FBCA permits any director, officer, employee or
agent who is or was a party to a proceeding to apply for indemnification or
advancement of expenses to any court of competent jurisdiction.
Section 607.0850(12) of the FBCA permits a corporation to purchase and
maintain insurance for a director, officer, employee or agent against any
liability incurred in his or her official capacity or arising out of his or her
status as such regardless of the corporation's power to indemnify him or her
against such liability under this section.
According to Section 607.0831 of the FBCA, a director is not personally
liable for monetary damages to the Company or any other person for any
statement, vote, decision or failure to act, regarding corporate management or
policy, unless the director breached or failed to perform his duties as a
director and the director's breach of, or failure to perform those duties
constitutes: (i) a violation of criminal law, unless the director had reasonable
cause to believe his conduct was lawful or had no reason to believe his conduct
was unlawful; (ii) a transaction from which the director derived improper
personal benefit; (iii) a violation of Section 607.0834 of the FBCA, which
concerns unlawful payment of dividends; or (iv) in a proceeding by or in the
right of the corporation or a proceeding by or in the right of someone other
than the corporation or a stockholder, conscious disregard for the best interest
of the corporation, or willful misconduct, or recklessness or an act or omission
which was committed in bad faith or with malicious purpose or in a manner
exhibiting wanton and willful disregard of human rights, safety or property.
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<PAGE>
Item 16. Exhibits and Financial Statement Schedules
The following exhibits are filed as part of this Registration Statement:
Exhibit
No. Description
5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23.1 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
(included in Exhibit 5.1).
23.2 Consent of KPMG LLP
24.1 Power of Attorney (included as part of the signature
page hereto)
Item 17. Undertakings.
A. Rule 415 Offerings.
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 1933 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 the 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 and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement.
(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 (1)(i) and (1)(ii) of this Section do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F- 3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
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<PAGE>
(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. Subsequent Documents Incorporated by Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 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
therein and the offering of such securities at that time shall be deemed the
initial bona fide offering thereof.
C. Indemnification of Officers, Directors and Controlling Persons.
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 Securities and Exchange Commission
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 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
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 of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jacksonville, State of Florida, on the 24th day of
July, 1999.
FPIC INSURANCE GROUP, INC.
(Registrant)
By: /s/ William R. Russell
William R. Russell
President and Chief Executive Officer
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<PAGE>
POWER OF ATTORNEY
KNOW BY ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints William R. Russell, Robert B. Finch,
Donald J. Sabia, Charles W. Emanuel and John R. Byers, and each of them (with
full power in each to act alone), as his true and lawful attorneys- in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
President, Chief Executive July 24, 1999
/s/ William R. Russell Officer and Director
- ------------------------------------ (Principal Executive Officer)
William R. Russell
Executive Vice President July 24, 1999
/s/ Robert B. Finch and Chief Financial Officer
- ------------------------------------ Principal Financial Officer)
Robert B. Finch
/s/ Donald J. Sabia Vice President/Finance July 24, 1999
- ------------------------------------ (Principal Accounting Officer)
Donald J. Sabia
/s/ James G. White, M.D. Director July 24, 1999
- ------------------------------------
James G. White, M.D.
/s/ Guy T. Selander, M.D. Director July 24, 1999
- ------------------------------------
Guy T. Selander, M.D.
/s/ Gaston J. Acosta-Rua Director July 24, 1999
- ------------------------------------
Gaston J. Acosta-Rua
/s/ Richard J. Bagby, M.D. Director July 24, 1999
- ------------------------------------
Richard J. Bagby, M.D.
II-7
<PAGE>
/s/ Robert O. Baratta, M.D. Chairman of the Board July 24, 1999
- ------------------------------------
Robert O. Baratta, M.D.
/s/ James W. Bridges, M.D. Director July 24, 1999
- ------------------------------------
James W. Bridges, M.D.
/s/ Curtis E. Gause, D.D.S. Director July 24, 1999
- ------------------------------------
Curtis E. Gause, D.D.S.
/s/ J. Stewart Hagen, M.D. Director July 24, 1999
- ------------------------------------
J. Stewart Hagen, M.D.
/s/ Frank M. Moya, M.D. Director July 24, 1999
- ------------------------------------
Frank M. Moya, M.D.
/s/ Louis C. Murray, M.D. Director July 24, 1999
- ------------------------------------
Louis C. Murray, M.D.
/s/ David M. Shapiro, M.D. Vice Chairman July 24, 1999
- ------------------------------------
David M. Shapiro, M.D.
/s/ Dick L. Van Eldik, M.D. Director July 24, 1999
- ------------------------------------
Dick L. Van Eldik, M.D.
/s/ Henry M. Yonge, M.D. Director July 24, 1999
- ------------------------------------
Henry M. Yonge, M.D.
</TABLE>
II-8
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23.1 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
(included in Exhibit 5.1).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney (included as part of the signature
page hereto).
II-9
July 26, 1999
FPIC Insurance Group, Inc.
1000 Riverside Avenue, Suite 800
Jacksonville, FL 32204
Ladies and Gentlemen:
We have acted as counsel to FPIC Insurance Group, Inc., a Florida
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement") being filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the offer and sale of 263,816 issued and
outstanding shares (the "Shares") of the Company's common stock, par value $.10
per share, which are being offered for the account of the APAA Liquidating Trust
(the "selling shareholder"). The selling shareholder acquired the shares in
connection with the acquisition by the Company of Anesthesiologists Professional
Assurance Company. The Company will not receive any proceeds from the sale of
the Shares.
We have examined such documents, corporate records and other instruments,
and have made such other and further investigations as we have deemed relevant
and necessary for the purposes of this opinion. We have assumed, without
inquiry, the authenticity of all documents submitted to us as originals, the
genuineness of all signatures, the legal capacity of all natural persons and the
conformity with authentic original documents of any copies thereof submitted to
us for our examination.
Based upon the foregoing, and subject to the qualifications stated herein,
we are of the opinion that:
1. The Shares have been legally issued, and are fully paid and
non-assessable.
The opinions rendered herein are limited to the laws of the State of
Florida and the Federal laws of the United States.
<PAGE>
This opinion is being delivered in connection with the Registration
Statement and, accordingly, may not be used for any other purpose without our
prior written consent. We assume no obligation to update or supplement this
opinion to reflect any facts or circumstances that may hereafter come to our
attention with respect to the opinions expressed above, including any changes in
applicable law that may hereafter occur.
We hereby consent to the use of our name in the Registration Statement as
counsel who will pass upon the legality of the Shares and as having prepared
this opinion, and to the use of this opinion as an exhibit to the Registration
Statement. We also consent to the use of our name as counsel for the Company and
to any references to this firm in the prospectus that constitutes part of the
Registration Statement.
In giving this consent, we do not hereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules or regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.
The Board of Directors
FPIC Insurance Group, Inc.
We consent to the use of our report dated March 5, 1999 relating to the
consolidated balance sheets of FPIC Insurance Group, Inc. as of December 31,
1998 and 1997 and the related consolidated statements of income, comprehensive
income, changes in shareholders' equity, and cash flows for each of the years in
the three-year period ended December 31, 1998 incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
Jacksonville, Florida
July 14, 1999
