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As filed with the Securities and Exchange Commission on June 5, 2002
Registration No. 333-
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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PENN-AMERICA GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
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Pennsylvania 23-2180139
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(State of Incorporation) (I.R.S. Employer Identification Number)
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420 S. York Road
Hatboro, PA 19040
(Address of Principal Executive Offices)
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Penn-America Group, Inc.
2002 Stock Incentive Plan
(Full Title of the Plan)
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Garland P. Pezzuolo, Vice President,
Secretary and General Counsel
Penn-America Group, Inc.
420 S. York Road
Hatboro, Pennsylvania, 19040
(215) 443-3649
(Name and Address of Agent for Service)
(215) 443-3649
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(Telephone Number, including Area Code, of Agent for Service)
(Facing sheet continued)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Offering Price Per Aggregate Registration Fee
Share Offering Price
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Common Stock, $.01 par value, to be 1,050,000 $9.58(2) $10,059,000 $925.43
issued under the 2002 Stock Incentive shares
Plan (1)
(1) Represents shares of Common Stock which have become available for issuance
under the Registrant's 2002 Stock Incentive Plan (f/k/a the Registrant's 1993
Stock Incentive Plan) as a result of an amendment approved by the Registrant's
Board of Directors and Stockholders in 2000 and a second amendment approved by
the Registrant's Board of Directors, which will be ratified by its stockholders
at the Registrant's 2003 Annual Meeting. Such amendments have increased the
number of shares authorized for issuance thereunder by an aggregate of 1,050,000
shares. A total of 447,128 shares of Common Stock out of 787,500 shares
previously registered have been issued with respect to such shares, which sum
includes exercised, non-qualified stock options and granted restricted stock.
(2) Estimated solely for purposes of calculation of the registration fee in
accordance with Rule 457(h) of the Securities Act of 1933, as amended (the
"Securities Act"). The computation is based upon the average of the high and low
price of the Common Stock as reported on the New York Stock Exchange on June 3,
2002 because the price at which stock and options to be granted in the future
may be exercised is not currently determinable.
STATEMENT UNDER GENERAL INSTRUCTION E-REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement registers additional shares of Registrant's Common
Stock to be issued pursuant to the 2002 Stock Incentive Plan (f/k/a 1993 Stock
Incentive Plan). Accordingly, the contents of the previous Registration
Statement on Form S-8 (File No. 33-82728) (the "Previous Form S-8") filed by the
Registrant with the Securities and Exchange Commission ("SEC"), including
periodic reports that the Registrant filed after the Previous Form S-8 to
maintain current information about the Registrant, are incorporated by reference
into this Registration Statement pursuant to the General Instruction E of Form
S-8.
Items 1-7, 9. Not required per Instruction E of Form S-8.
Item 8. Exhibits
Exhibit Number Name
4 Amended and Restated 2002 Stock Incentive Plan
(f/k/a 1993 Stock Incentive Plan)
5 Opinion and Consent of Reed Smith LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Reed Smith LLP is contained
in its opinion filed as Exhibit 5 hereto
24 Power of Attorney (included on Page 2 of the
Registration Statement).
SIGNATURES AND POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Hatboro, Pennsylvania, on June 5, 2002.
PENN-AMERICA GROUP, INC.
By:_______________________
Garland P. Pezzuolo, Vice President,
Secretary and General Counsel
Each of the undersigned directors and officers of Penn-America Group,
Inc. hereby severally constitutes and appoints Jon S. Saltzman and Garland P.
Pezzuolo, and each of them, as attorneys-in-fact for the undersigned, in any and
all capacities, with full power of substitution, to sign any amendments to the
registration statement filed by Penn-America Group, Inc. pursuant to Rule 462(b)
of the Securities Act of 1933, 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 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 might or could in person, hereby ratifying and confirming all
that each said attorney-in-fact, or any of them, 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 below by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
/s/ Jon S. Saltzman Chief Executive Officer, President and May 30, 2002
-------------------------------------- Director (Principal Executive Officer)
Jon S. Saltzman
/s/ Irvin Saltzman Chairman and Director May 30, 2002
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Irvin Saltzman
/s/ Robert A. Lear Director May 30, 2002
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Robert A. Lear
/s/ E. Anthony Saltzman Director May 30, 2002
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E. Anthony Saltzman
/s/ Jami Saltzman-Levy Director May 30, 2002
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Jami Saltzman-Levy
/s/ Charles Ellman Director May 30, 2002
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Charles Ellman
/s/ M. Moshe Porat Director May 30, 2002
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M. Moshe Porat
/s/ Martin Sheffield Director May 30, 2002
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Martin Sheffield
/s/ Paul Simon Director May 30, 2002
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Paul Simon
EXHIBIT INDEX
Exhibit Number Name
4 Amended and Restated 2002 Stock Incentive Plan
(f/k/a 1993 Stock Incentive Plan)
5 Opinion and Consent of Reed Smith LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Reed Smith LLP is contained
in its opinion filed as Exhibit 5 hereto
24 Power of Attorney (included on Page 2 of the
Registration Statement).