- Current report filing (8-K)
September 08 2010 - 1:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 7, 2010
AMERICAN PHYSICIANS CAPITAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Commission File Number
000-32057
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Michigan
(State of Incorporation)
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38-3543910
(IRS Employer Identification No.)
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1301 North Hagadorn Road, East Lansing, Michigan
(Address of principal executive offices)
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48823
(Zip Code)
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(Registrants telephone number, including area code):
(517) 351-1150
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
American Physicians Capital, Inc. (the Company) announced that its proposed acquisition by
The Doctors Company pursuant to the previously announced Agreement and Plan of Merger, dated as of
July 7, 2010, as amended, by and among The Doctors Company, Red Hawk Acquisition Corp. and the
Company (the Merger Agreement) has received approval from the Michigan Office of Financial and
Insurance Regulation and that the FTC has granted early termination of the waiting period under the
Hart-Scott-Rodino Act. In addition, the Company announced that it has called a special meeting of
its shareholders to be held on October 20, 2010 at 9:00 a.m., local time, at the executive offices
of American Physicians Capital, Inc., 1301 North Hagadorn Road, East Lansing, Michigan, for the
purpose of voting on a proposal to approve and adopt the Merger Agreement and a proposal to grant
authority to postpone or adjourn the special meeting. Shareholders of record on September 1, 2010
will be entitled to vote at the meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
September 8, 2010
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AMERICAN PHYSICIANS CAPITAL, INC.
(Registrant)
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By:
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/s/ R. KEVIN CLINTON
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R. Kevin Clinton
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President and Chief Executive Officer
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