PENN AMERICA GROUP INC
S-8 POS, 1998-02-13
SURETY INSURANCE
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                                                            File No. 333-00050

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 1998
 ------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         POST EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8
                             Registration Statement
                                      under
                           The Securities Act of 1933

                            PENN-AMERICA GROUP, INC.
             (Exact name of registrant as specified in its charter)

            Pennsylvania                                     23-2180139
State or other jurisdiction of incorporation or        I.R.S. Employer I.D. No.
            organization

                                420 S. York Road
                           Hatboro, Pennsylvania 19040
                                 (215) 443-3656
             (Address & phone number of principal executive offices)

     Penn-America Group, Inc. 1995 Key Employee Incentive Compensation Plan

                                 Jon S. Saltzman
                                    President
                            Penn-America Group, Inc.
                                420 S. York Road
                          Hatboro, Pennsylvania, 19040
                     (Name and address of agent for service)

                                 (215) 443-3600
    ------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                           Michael B. Pollack, Esquire
                            Reed Smith Shaw & McClay
                             2500 One Liberty Place
                             Philadelphia, PA 19103
                                 (215) 851-8100
<PAGE>
 
Deregistration of Shares

         The Registrant, hereby deregisters the remaining 54,608 shares of
common stock (original registration of 75,000 shares, which reflects a 3 for 2
split of the Company's common stock in February 1997) which had been previously
been registered on Form S-8, registration number 333-00050 for the Key Employee
Incentive Compensation Plan and which shares have not been issued pursuant to
such Plan.

                                       2
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Post Effective Amendment No. 1 to Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Hatboro, Pennsylvania, on
February 13, 1998.

                                             PENN-AMERICA GROUP, INC.


                                             By:/s/ Jon S. Saltzman
                                             Jon S. Saltzman, President



         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
        Signatures                                           Title                                           Date
<S>                                          <C>                                                     <C>
/s/ Jon S. Saltzman                             Principal Executive Officer and                       February 13, 1998
            Jon S. Saltzman                     Director

/s/ Robert A. Lear                              Director                                              February 13, 1998
            Robert A. Lear

/s/ Irvin Saltzman                              Director                                              February 13, 1998
            Irvin Saltzman

/s/ James E. Heerin, Jr.                        Director                                              February13, 1998
            James E. Heerin, Jr.

/s/ Charles Ellman                              Director                                              February 13, 1998
            Charles Ellman

/s/ M. Moshe Porat                              Director                                              February 13, 1998
            M. Moshe Porat

/s/ Paul Simon                                  Director                                              February 13, 1998
            Paul Simon

/s/ Thomas M. Spiro                             Director                                              February 13, 1998
            Thomas M. Spiro

/s/ Jami Saltzman-Levy                          Director                                              February 13, 1998
            Jami Saltzman-Levy

/s/ Rosemary Ferrero                            Principal Finance and                                 February 13, 1998
            Rosemary Ferrero                    Accounting Officer and Secretary
</TABLE>


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