PROASSURANCE CORPORATION
As filed with the Securities and Exchange Commission on November 6, 2006
Registration No. 333-124156
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
PROASSURANCE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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| DELAWARE
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6631
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63-1261433 |
| (State or Other Jurisdiction
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(Primary Standard Industrial
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(IRS Employer |
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Classification Code Number)
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Identification No.) |
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100 BROOKWOOD PLACE
BIRMINGHAM, ALABAMA 35209
(205) 877-4400
(Address, Including Zip Code, and Telephone Number, Including
Area Code, or Registrant’s Principal Executive Offices)
COPIES TO:
JACK P. STEPHENSON, JR., ESQ.
BURR & FORMAN LLP
420 NORTH 20TH STREET, SUITE 3100
BIRMINGHAM, ALABAMA 35203
(205) 458-5201
The Registration Fee was previously calculated and paid in connection
with the initial filing of the Registration Statement on April 19, 2005.
DESCRIPTION OF AMENDMENT
ProAssurance Corporation (the “Registrant”) registered 2,000,000 shares of its common stock
(the “Registered Shares”) pursuant to a Registration Statement on Form S-4 (File No. 333-124156)
originally filed with the Securities and Exchange Commission on April 19, 2005 and amended on June
20, 2005. The Registrant issued 1,654,313 of the Registered Shares (the “Issued Shares”) to the
former stockholders of NCRIC Group, Inc. (“NCRIC”) pursuant to the merger of NCRIC and the
Registrant completed on August 3, 2005, as contemplated by an Agreement and Plan of Merger dated as
of February 28, 2005 by and among NCRIC, the Registrant and NCP Merger Corporation (which was
renamed NCRIC Corporation at the time of the merger), a wholly-owned subsidiary of the Registrant.
Since August 3, 2005, holders of options previously granted under NCRIC’s Stock Option Plan and
2003 Stock Option Plan (the “NCRIC Plans”) have exercised options with respect to 4,754 Registered
Shares, and Registrant has filed Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 with respect to 6,386 Registered Shares (collectively the “Option Shares”) reserved for
issuance pursuant to options previously granted under the NCRIC Plans, all of which options were
assumed by Registrant pursuant to said Agreement and Plan of Merger, effective August 3, 2005.
There are 334,547 shares of common stock of the Registrant (the “Unsold Shares”) that will not be
issued as Issued Shares or Option Shares under the Registration Statement. Registrant paid a
registration fee in the amount of $1,366 paid in total in connection with the registration of the
Unsold Shares under the Registration Statement. The registration fee paid by the Registrant with
respect to the Unsold Shares will be used as an offset against registration fees payable on
securities to be registered in the future by the Registrant pursuant to SEC Rule 457(p).
[SIGNATURES ON FOLLOWING PAGE]
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused
this Post-Effective Amendment No. 2 to its Registration Statement on Form S-4 to be signed on its
behalf, by the undersigned thereunto duly authorized in the City of Birmingham, State of Alabama,
on this the 31st day of October, 2006.
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PROASSURANCE CORPORATION |
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By:
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/s/ A. Derrill Crowe |
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A. Derrill Crowe, M.D., |
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Chairman of the Board and
Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-4 has been signed by the following persons
in the capacities and on the date indicated.
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/s/ A. Derrill Crowe
A. Derrill Crowe
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Chairman of the
Board and Chief
Executive Officer
(Principal
Executive Officer)
and Director
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October 31, 2006 |
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/s/ Edward L. Rand, Jr.
Edward L. Rand, Jr.
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Senior Vice
President of
Finance and Chief
Financing Officer
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October 31, 2006 |
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/s/ James J. Morello
James J. Morello
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Treasurer and Chief
Accounting Officer
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October 31, 2006 |
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/s/ Victor T. Adamo
Victor T. Adamo
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Director
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October 31, 2006 |
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Director
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October 31, 2006 |
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/s/ Paul R. Butrus
Paul R. Butrus
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Director
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October 31, 2006 |
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Director
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October 31, 2006 |
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Director
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October 31, 2006 |
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Director
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October 31, 2006 |
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Director
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October 31, 2006 |
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Director
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October 31, 2006 |
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*
Wilfred W. Yeargan, Jr.
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Director
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October 31, 2006 |
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/s/ Victor T. Adamo |
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* Victor T. Adamo, as attorney-in-fact
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