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Commission File No. 33-55276-99
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDICAL ASSURANCE, INC.
(Exact name of registrant as specified in its charter)
Delaware 63-1137505
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Brookwood Place
Birmingham, Alabama 35209
(Address of Principal Executive Offices)
MAIC HOLDINGS, INC. OPEN MARKET STOCK PURCHASE PLAN
(Full title of the plan)
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A. Derrill Crowe, M.D., President
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 to:
Jack P. Stephenson, Jr.
BURR & FORMAN LLP
P.O. Box 830719
Birmingham, Alabama 35283-0719
EXPLANATORY NOTE
This Amendment amends that certain Registration Statement on Form S-8
(the "Initial Filing") filed by Mutual Assurance, Inc. ("Mutual Assurance") on
November 30, 1992 with the United States Securities and Exchange Commission (the
"SEC"), to register 75,000 shares (the "Initial Shares") of the common stock of
Mutual Assurance for issuance pursuant to the terms and conditions of Mutual
Assurance's Incentive Compensation Stock Plan (the "Plan").
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The Initial Filing was previously amended by that certain
Post-Effective Amendment No. 1 to Form S-8 filed with the SEC on September 8,
1995 (the Registration Statement as so amended is referred to herein as the
"Registration Statement"). Under Amendment No. 1, MAIC Holdings, Inc. (the
"Registrant") assumed all of the obligations and liabilities of Mutual Assurance
under the Plan and expressly adopted the Initial Filing pursuant to a Plan of
Exchange by and between Mutual Assurance and the Registrant dated February 21,
1995.
At the 1997 Annual Meeting of the Shareholders of the Registrant, the
shareholders approved an Amendment to the Certificate of Incorporation of the
Registrant in order to change the Registrant's name from "MAIC Holdings, Inc."
to "Medical Assurance, Inc." The name change was effective on June 1, 1997.
Subsequent to the Initial Filing and the filing of Amendment No. 1, the
Registrant's Board of Directors on August 20, 1997, declared a two-for-one stock
split of the Registrant's common shares. Additionally, the Registrant's Board of
Directors declared stock dividends of five percent (5%) in 1999, ten percent
(10%) in 1998, five percent (5%) in 1997, six percent (6%) in 1996, and six
percent (6%) in 1995. The shares resulting from the stock split and stock
dividends on the Initial Shares are referred to herein as the "Additional
Shares".
In accordance with Rule 416(b) promulgated under the Securities Act of
1933, as amended, the Registrant hereby amends the Registration Statement to
include the registration of the Additional Shares for issuance pursuant to the
Plan.
The Registrant further amends the Registration Statement by adding the
following footnote after the Calculation of Registration Fee Table on Page 1 of
the Registration Statement:
(1) Pursuant to Rule 416 of the Securities Act of 1933, as
amended, the number of shares of securities registered on 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.
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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-8, and has duly caused this
Post-Effective Amendment No. 2 to Form S-8 to be signed on its behalf, as the
Registrant and the person responsible for the administration of the Plan, by the
undersigned, thereunto duly authorized in the City of Homewood, State of
Alabama, on this the 25th day of February, 2000.
MEDICAL ASSURANCE, INC.
By: /s/ A. Derrill Crowe
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A. Derrill Crowe, M.D., President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ A. Derrill Crowe, M.D.
- ---------------------------------------- President (Principal Executive Officer) February 25, 2000
A. Derrill Crowe, M.D. and Director
/s/ Paul R. Butrus
- ---------------------------------------- Executive Vice President (Principal February 25, 2000
Paul R. Butrus Executive Officer) and Director
/s/ James J. Morello
- ---------------------------------------- Treasurer (Principal Financial Officer February 25, 2000
James J. Morello and Principal Accounting Officer)
/s/ Paul D. Everest, M.D.
- ---------------------------------------- Director February 25, 2000
Paul D. Everest, M.D.
/s/ Robert E. Flowers, M.D.
- ---------------------------------------- Director February 25, 2000
Robert E. Flowers, M.D.
/s/ Leon C. Hamrick
- ---------------------------------------- Director February 25, 2000
Leon C. Hamrick, M.D.
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