<PAGE>
Registration No. 33-87444
=====================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MEDICAL DEFENSE HOLDING CO.
(Exact name of registrant as specified in its charter)
Missouri 6719 43-1696112
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
1311 EAST WOODHURST, SPRINGFIELD, MISSOURI 65804 (417) 887-3120
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
_________________________
MS. GERI H. MORRISON
CHIEF OPERATING OFFICER
MEDICAL DEFENSE HOLDING CO.
1311 EAST WOODHURST
SPRINGFIELD, MISSOURI 65804
(417) 887-3120
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
_________________________
COPY TO:
Mary Anne O'Connell
Husch & Eppenberger
1200 Main Street
Suite 1700
Kansas City, Missouri 64105
=====================================================================
Approximate date of commencement of proposed sale to the public: N/A
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 check the following box [X].
<PAGE>
DEREGISTRATION OF PREFERRED STOCK AND CLASS B COMMON STOCK
This Post-Effective Amendment to the Form S-1 Registration Statement
No. 33-87444 and Amendments No. 1, No. 2 and No. 3 thereto (collectively the
"Registration Statement") of Medical Defense Holding, Co., is filed solely for
the purpose of removing from registration under the Securities Act of 1933, as
amended (the "Act"), 9 of the 12,000,000 shares of Preferred Stock, par value
$1.00 per share (the "Preferred Stock") and 24,000,000 shares of Class B Common
Stock, par value $.50, per share (the Class B Common Stock) that were registered
under the Act pursuant to the Registration Statement, which was declared
effective on or about February 10, 1995. The Post-Effective Amendment is filed
for no other purpose, and upon its effectiveness the Preferred Stock and Class B
Common Stock so registered shall be deemed to be deregistered.
As described in the Prospectus contained in the Registration Statement, the
Class B Common Stock was to be issued only upon a conversion of the Preferred
Stock. Nine of the shares of Preferred Stock were not issued and will not be
issued. It is no longer necessary to maintain the registration of the Class B
Common Stock because such shares may be issued without registration upon the
conversion of Preferred Stock by existing shareholders in accordance with
Section 3(9) of the Act.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Springfield, Missouri, on the 3rd day of September,
1996.
MEDICAL DEFENSE HOLDING CO.
By: /s/ Geri H. Morrison
-----------------------------------------
Geri H. Morrison, Chief Operating Officer
Pursuant to the requirements of 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Ronald G. Benson President, Director and September 3, 1996
- ----------------------- Chairman of the Board
Ronald G. Benson (Principal Executive Officer)
/s/ Arlen D. Winsky Secretary and Director September 3, 1996
- -----------------------
Arlen D. Winsky
/s/ Gary L. Robinson Vice President and Director September 3, 1996
- -----------------------
Gary L. Robinson
/s/ John J. Stamatis Vice President and Director September 3, 1996
- -----------------------
John J. Stamatis
/s/ David W. Brown Treasurer and Director September 3, 1996
- -----------------------
David W. Brown
/s/ Geri H. Morrison Assistant Secretary, Chief September 3, 1996
- ----------------------- Operating Officer and Director
Geri H. Morrison
</TABLE>
S-1
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Samuel J. Pippin Director of Accounting and September 3, 1996
- ---------------------- Finance (Principal Financial
Samuel J. Pippin Officer and Principal
Accounting Officer)
</TABLE>
S-2
