As filed with the Securities and Exchange Commission on April 4, 2007

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

 

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

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AMERICAN PHYSICIANS SERVICE GROUP, INC.

(Exact name of Registrant as specified in its charter)

 

 

1301 Capital of Texas Highway, Suite C-300

Austin, Texas 78746

(Address of Principal Executive Offices)

 

2005 Incentive and Non-Qualified Stock Option Plan

of American Physicians Service Group, Inc.

 

(Full Title of the Plans)

 

W. H. Hayes

Senior Vice President - Finance, Chief Financial Officer

1301 Capital of Texas Highway, Suite C-300

Austin, Texas 78746

(512) 328-0888

(Name, address and telephone number of agent for service)

 

Copy to:

 

 

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CALCULATION OF REGISTRATION FEE

 

 

 

 

 

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EXPLANATORY NOTE

 

This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which a registration statement on this form relating to an employee benefit plan is effective. This Registration Statement is being filed to register an additional 300,000 shares of common stock, par value $.10 per share ("Common Stock") available for issuance under the 2005 Incentive and Non-Qualified Stock Option Plan, as amended (the "Plan"). As a result of an amendment to the Plan, which was approved by our stockholders on March 22, 2007, the number of shares of Common Stock authorized for issuance under the Plan was increased from 350,000 to 650,000. Pursuant to General Instruction E of Form S-8, this registration statement hereby incorporates by reference the contents of the registration statement on Form S-8 filed by the Registrant on April 26, 2006 with respect to Registrant's 2005 Incentive and Non-Qualified Stock Option Plan (Registration No. 333-133544).

 

 

 

 

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*Filed herewith.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, APSG 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on April 4, 2007.

 

 

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Kenneth S. Shifrin and W.H. Hayes with the power to act without the other, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her in his or her name, place and stead, in any and all capacities, to sign on his or her behalf individually and in each capacity stated below any or all amendments or post-effective amendments to this registration statement, and to file the same, with all exhibits and other documents relating thereto, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on April 4, 2007.

 

 

 

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INDEX TO EXHIBITS

 

 

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*Filed herewith