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As filed with the Securities and Exchange Commission on November 1, 1999
Registration No. 333-________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATLANTIC AMERICAN CORPORATION
(Exact name of issuer as specified in its charter)
Georgia 58-1027114
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4370 Peachtree Road
Atlanta, Georgia 30319-3000
(Address of principal executive office)
ATLANTIC AMERICAN CORPORATION
1992 INCENTIVE PLAN
(Full title of the plan)
Mr. Edward L. Rand, Jr.
Vice President and Treasurer
Atlantic American Corporation
4370 Peachtree Road
Atlanta, Georgia 30319-3000
(404) 266-5500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
Mark L. Hanson, Esq.
Jones, Day, Reavis & Pogue
3500 SunTrust Plaza
303 Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
To be registered registered per share(1) offering price(1) registration
fee(1)
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Common Stock, 1,400,000
$1.00 par value shares $2.625 $3,675,000 $1,021.65
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(1) In accordance with Rules 457(c) and (h) under the Securities Act of
1933, the maximum aggregate offering price and registration fee have been
computed as follows: the price per share of Common Stock of Atlantic American
Corporation has been based on the average of the high and low prices reported
for the Common Stock on the Nasdaq National Market on October 25, 1999 (a date
within 5 business days prior to the date of filing this Registration Statement).
In accordance with General Instruction E to Form S-8, the filing fee is paid
only with respect to the additional securities being registered under the 1992
Incentive Plan.
EXPLANATORY NOTE
The purpose of this Registration Statement is to register 1,400,000 additional
shares of Common Stock, par value $1.00 per share, of Atlantic American
Corporation (the "Company"), issuable pursuant to the Company's 1992 Incentive
Plan. In accordance with General Instruction E of Form S-8 the information
contained in the Registration Statement on Form S-8 (No. 33-56866) is
incorporated herein by reference.
Item 8. Exhibits.
4 Atlantic American Corporation 1992 Incentive Plan, as amended Plan
5 Opinion of Jones, Day, Reavis & Pogue (with respect to the legality
of the securities being registered)
23(a) Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)
23(b) Consent of Arthur Andersen LLP, independent public accountants
23(c) Consent of Ernst & Young LLP, independent auditors
24 Power of Attorney (included as part of the signature page of this
Registration Statement)
SIGNATURES
The Registrant. 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 this Registration Statement 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 Atlanta, State of
Georgia, on the 29th day of October, 1999.
ATLANTIC AMERICAN CORPORATION
By: /s/ Edward L. Rand, Jr.
Edward L. Rand, Jr.
Vice President and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Mack Robinson and Hilton H. Howell,
Jr., jointly and severally, his true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
Signature Title Date
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/s/ J. Mack Robinson Chairman of the Board October 29, 1999
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J. Mack Robinson
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/s/ Hilton H. Howell, Jr. President, Chief October 29, 1999
- ------------------------- Executive Officer
Hilton H. Howell, Jr. and Director
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/s/ Edward L. Rand, Jr. Vice President October 29, 1999
- ----------------------- and Tresurer
Edward L. Rand, Jr. (Principal Financial
and Accounting Officer)
/s/ Edward E. Elson Director October 29, 1999
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Edward E. Elson
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/s/ Harold K. Fischer Director October 29, 1999
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Harold K. Fischer
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/s/ Samuel E. Hudgins Director October 29, 1999
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Samuel E. Hudgins
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/s/ D. Raymond Riddle Director October 29, 1999
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D. Raymond Riddle
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/s/ Harriett J. Robinson Director October 29, 1999
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Harriett J. Robinson
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/s/ Scott G. Thompson Director October 29, 1999
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Scott G. Thompson
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/s/ William H. Whaley, M.D. Director October 29, 1999
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William H. Whaley, M.D.
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/s/ Dom H. Wyant Director October 29, 1999
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Dom H. Wyant
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/s/ Mark C. West Director October 29, 1999
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Mark C. West
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Exhibit Index
4 Atlantic American Corporation 1992 Incentive Plan, as amended
5 Opinion of Jones, Day, Reavis & Pogue (with respect to the legality of
the securities being registered)
23(a) Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)
23(b) Consent of Arthur Andersen LLP, independent public accountants
23(c) Consent of Ernst & Young LLP, independent auditors
24 Power of Attorney (included as part of the signature page of this
Registration Statement)