File No. 333-
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
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)
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
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(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
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
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, 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. File No. 333-49055, X
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Maximum Maximun
Class of Amount Offering Aggregate Amount Of
Securities to be Price Per Offering Registration
to be Registered Registered Security (1) Price Fee
- ------------------ ------------ -------------- ---------- -------------
Common Stock, 20,000 Shares $ 9.50 $ 190,000 $ 52.82
$.01 par value -------------
Total $ 52.82
=============
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(1) Estimate solely for purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933. Securities
priced as of the closing price, as reported on the New York Stock
Exchange, under the "PNG" symbol as of April 14, 1999.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Registrant hereby incorporates by reference into this Registration
Statement on Form S-3 in its entirety the Shelf Registration Statement on Form
S-3 (File No. 333-49055), declared effective on April 16, 1998 by the Securities
and Exchange Commission (the "Shelf Registration Statement").
<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 Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Hatboro, Pennsylvania, on April 20, 1999.
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.
Signatures Title Date
/s/ Jon S. Saltzman Principal Executive Officer April 20, 1999
- -------------------- and Director
Jon S. Saltzman
/s/ Robert A. Lear* Director April 20, 1999
- -------------------
Robert A. Lear
/s/ Irvin Saltzman* Director April 20, 1999
- -------------------
Irvin Saltzman
/s/ Charles Ellman* Director April 20, 1999
- -------------------
Charles Ellman
/s/ M. Moshe Porat* Director April 20, 1999
- -------------------
M. Moshe Porat
/s/ Paul Simon* Director April 20, 1999
- ------------------
Paul Simon
s/ Thomas M. Spiro* Director April 20, 1999
- --------------------
Thomas M. Spiro
/s/ Jami Saltzman-Levy* Director April 20, 1999
- ------------------------
Jami Saltzman-Levy
/s/ Rosemary Ferrero* Principal Finance and April 20, 1999
- --------------------- Accounting Officer
Rosemary Ferrero
/s/ Jon S. Saltzman April 20, 1999
- ---------------------
Jon S. Saltzman
AS ATTORNEY-IN-FACT,
PURSUANT TO A POWER
OF ATTORNEY
PREVIOUSLY FILED
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
5 Form of Opinion of Reed Smith Shaw & McClay
as to legality of securities issued
23(A) Consent of Reed Smith Shaw & McClay
(included in opinion filed as Exhibit 5)
(B) Consent of KPMG Peat Marwick LLP
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Ex. 5
Opinion of Reed Smith Shaw & McClay
April 20, 1999
Penn-America Group, Inc.
420 S. York Road
Hatboro, PA 19040
Re: Penn-America Group, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Penn-America Group, Inc., a
Pennsylvania corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-3 (the "Abbreviated Registration Statement")
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Act"), for the registration of an additional 20,000
shares of the Company's Common Stock (the "Shares"). The Shares are to be
offered for sale to the public together with shares of the same class registered
pursuant to the Company's Registration Statement on Form S-3 (No. 333-49055)
which was declared effective April 16, 1998 (the "Initial Registration
Statement").
In connection with our opinion, we have reviewed and relied
upon the Initial Registration Statement and the Abbreviated Registration
Statement; the Prospectus in the form thereof included in the Initial
Registration Statement; the Articles of Incorporation and the Bylaws of the
Company; certified copies of resolutions of the board of directors of the
Company authorizing the issuance of the Shares, and the filing of, and the
transactions described in, the Initial Registration Statement and Abbreviated
Registration Statement; and such other records, documents, instruments and
certificates of public officials and of the Company as we have deemed necessary
for the purposes of rendering the opinions herein set forth. In making such
examination, we have assumed the genuineness of all signatures and the
authenticity of all items submitted to us as originals and the conformity with
originals of all items submitted to us as copies.
Based upon and subject to the foregoing, and subject to the
qualifications set forth herein, we are of the opinion that the Shares have been
duly authorized and, after being duly issued and sold in accordance with the
terms set forth in the Abbreviated Registration Statement, will be validly
issued, fully paid and non-assessable Shares.
This firm is qualified to practice law in the Commonwealth of
Pennsylvania and our opinions expressed herein are limited to the laws of the
Commonwealth of Pennsylvania and the federal laws of the United States.
We hereby consent to the use of this opinion for filing with
the Abbreviated Registration Statement as an exhibit to the Abbreviated
Registration Statement and to the references to this firm under the caption
"Legal Opinions" in the Initial Registration Statement.
Very truly yours,
/s/ REED SMITH SHAW & MCCLAY
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REED SMITH SHAW & McCLAY
MBP/SCR/CEE
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Ex. 23(B)
Consent of KPMG Peat Marwick LLP
Page 1
The Board of Directors
Penn-America Group, Inc.:
We consent to incorporation by reference in the registration statements
(dated April 20, 1999 and No. 33-49055) on Form S-3 of Penn-America Group, Inc.
of our reports dated January 22, 1999, relating to the consolidated balance
sheets of Penn-America Group, Inc. and subsidiaries as of December 31, 1998,
and 1997, and the related consolidated statements of earnings, stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1998, and all related schedules, which reports appear in or are
incorporated by reference in the December 31, 1998 annual report on Form 10-K
of Penn-America Group, Inc.
/s/ KPMG LLP
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KPMG LLP
Philadelphia, Pennsylvania
April 20, 1999
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