Attached files
file | filename |
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EX-31.2 - AMIC Holdings, Inc. | v209569_ex31-2.htm |
EX-31.1 - AMIC Holdings, Inc. | v209569_ex31-1.htm |
EX-32.1 - AMIC Holdings, Inc. | v209569_ex32-1.htm |
EX-32.2 - AMIC Holdings, Inc. | v209569_ex32-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Amendment
No. 2)
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2009
COMMISSION
FILE NUMBER 001-05270
AMERICAN
INDEPENDENCE CORP.
(Exact
name of Registrant as specified in its charter)
DELAWARE
|
11-1817252
|
|
(State
of Incorporation)
|
(I.
R.S. Employer Identification
No.)
|
485
Madison Avenue, New York, New York
|
10022
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(212)
355-4141
|
Registrant's
telephone number, including area
code:
|
NONE
|
Securities
registered pursuant to Section 12(b) of the
Act
|
COMMON
STOCK, PAR VALUE $0.01 PER SHARE
|
Securities
registered pursuant to Section 12(g) of the
Act
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
¨
Yes x No
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.
¨
Yes x No
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days. Yes x No
¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). ¨
Yes ¨ No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act:
Large
accelerated filer ¨ Accelerated
filer ¨ Non-accelerated
filer x Smaller
reporting company ¨
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
¨
Yes x No
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, as of June 30, 2009 was $19,407,000.
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.
Class
|
Outstanding
at March 25, 2010
|
|
Common
Stock, $0.01 par value
|
8,506,489
|
Explanatory
Note
This
Amendment No. 2 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2009, as filed on March 25, 2010 (the “Original Filing”), is filed
in response to comments set forth in letters dated December 15, 2010 and January
18, 2011 received by the Company from the United States Securities and Exchange
Commission (the “SEC”). In response to such comments, we amended and
restated “Part III, Item 11. Executive Compensation,” which disclosure is
intended to clarify and supplement the disclosure previously set forth in the
Company’s Definitive Proxy Statement on Schedule 14A filed with the
SEC on April 30, 2010.
Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this
Amendment amends the Original Filing and contains new certifications pursuant to
Section 302 and 906 of the Sarbanes-Oxley Act of 2002.
Except
for Amendment No. 1 to the Original Filing filed on January 7, 2011, and as
described above, no other amendments have been made to the Original
Filing. This Amendment speaks only as of the date of the Original
Filing, and the Company has not updated the disclosure contained therein to
reflect events that have occurred since the date of the Original
Filing. Accordingly, this Amendment should be read in conjunction
with the Company’s other filings made with the SEC subsequent to the filing of
the Original Filing, including any amendments to those filings.
FORM
10-K/A CROSS REFERENCE INDEX
PART III
|
Item 11.
|
Executive
Compensation
|
3
|
2
Item
11.
|
Executive
Compensation
|
The information required by this Item
is hereby incorporated by reference from our definitive proxy statement relating
to the annual meeting of AMIC’s stockholders to be held in June 2010, which
definitive proxy statement will be filed with the SEC.
Summary
Compensation Table
The
following table lists the annual compensation for AMIC’s CEO, CFO and its two
other most highly compensated executive officers in 2009 for the years 2009,
2008 and 2007.
Name and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($) (5)
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
||||||||||||||||||||||
Mr.
Roy T.K. Thung
|
2009
|
$ | 93,900 | (1) | — | — | — | — | — | $ | 93,900 | |||||||||||||||||||
Chief
Executive Officer and
|
2008
|
$ | 56,400 | (2) | — | — | — | — | — | $ | 56,400 | |||||||||||||||||||
President
|
2007
|
$ | 37,500 | (3) | — | — | — | — | — | $ | 37,500 | |||||||||||||||||||
Ms.
Teresa A. Herbert
|
2009
|
$ | 55,200 | (1) | — | — | $ | 2,757 | — | — | $ | 57,957 | ||||||||||||||||||
Chief
Financial Officer and
|
2008
|
$ | 62,700 | (2) | — | — | $ | 11,100 | — | — | $ | 73,800 | ||||||||||||||||||
Senior
Vice President
|
2007
|
$ | 47,475 | (3) | — | — | $ | 20,672 | — | — | $ | 68,147 | ||||||||||||||||||
Mr.
David T. Kettig
|
2009
|
$ | 104,224 | (1) | — | — | $ | 2,773 | — | — | $ | 106,997 | ||||||||||||||||||
Chief
Operating Officer
|
2008
|
$ | 41,740 | (2) | — | — | $ | 11,092 | — | — | $ | 52,832 | ||||||||||||||||||
and
Senior Vice President
|
2007
|
$ | 35,122 | (3) | — | — | $ | 20,664 | — | — | $ | 55,786 | ||||||||||||||||||
Adam
C. Vandervoort
|
2009
|
$ | 147,515 | (4) | — | — | $ | 6,615 | — | — | $ | 154,130 | ||||||||||||||||||
Vice
President, General
|
2008
|
$ | 79,927 | (4) | — | — | $ | 6,615 | — | — | $ | 86,542 | ||||||||||||||||||
Counsel
and Secretary
|
2007
|
$ | 74,268 | (4) | — | — | $ | 5,142 | — | — | $ | 79,410 |
(1)
|
During
fiscal year 2009, all salary paid to AMIC’s executive officers was paid by
IHC and no salary was paid by AMIC. All amounts paid by AMIC
with respect to any services received from these individuals were paid to
IHC pursuant to the terms of a service agreement — see “Certain
Relationships and Related Transactions.” The salary listed
represents the portion of the executive officer’s total IHC paid salary
that is allocated to AMIC under the services agreement. The
salary listed is included in the salary listed in the Summary Compensation
Table found in IHC’s 2010 definitive proxy statement filed April 30,
2010.
|
(2)
|
During
fiscal year 2008, all salary paid to AMIC’s executive officers was paid by
IHC and no salary was paid by AMIC. All amounts paid by AMIC
with respect to any services received from these individuals were paid to
IHC pursuant to the terms of a service agreement — see “Certain
Relationships and Related Transactions.” The salary listed
represents the portion of the executive officer’s total IHC paid salary
that is allocated to AMIC under the services agreement. The
salary listed is included in the salary listed in the Summary Compensation
Table found in IHC’s 2009 definitive proxy statement filed April 30,
2009.
|
(3)
|
During
fiscal year 2007, all salary paid to AMIC’s executive officers was paid by
IHC and no salary was paid by AMIC. All amounts paid by AMIC
with respect to any services received from these individuals were paid to
IHC pursuant to the terms of a service agreement — see “Certain
Relationships and Related Transactions.” The salary listed
represents the portion of the executive officer’s total IHC paid salary
that is allocated to AMIC under the services agreement. The
salary listed is included in the salary listed in the Summary Compensation
Table found in IHC’s 2008 definitive proxy statement filed April 29,
2008.
|
3
(4)
|
During
the fiscal year listed, all salary paid to this individual was paid by IHC
and no salary was paid by AMIC. All amounts paid by AMIC with
respect to any services received from this individual were paid to IHC
pursuant to the terms of a service agreement — see “Certain Relationships
and Related Transactions.” The salary listed represents the
portion of this individual’s total IHC paid salary that is allocated to
AMIC under the services agreement.
|
(5)
|
Amounts
reported under the “Option Awards” column represent expense recorded for
financial statement purposes.
|
4
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on February 1, 2011.
AMERICAN
INDEPENDENCE CORP.
Signature
|
||
/S/
Teresa A. Herbert
|
Senior
Vice President and Chief Financial Officer
|
|
(Teresa A. Herbert)
|
(Principal
Financial and Accounting
Officer)
|
5
AMERICAN
INDEPENDENCE CORP. AND SUBSIDIARIES
INDEX
TO EXHIBITS
Exhibit
No.
|
|
Description of Document
|
2.1
|
Stock
Purchase Agreement, dated as of July 30, 2002, between Registrant, SSH
Corporation and Independence Holding Company. Incorporated by reference to
Exhibit 10.1 of the Registrant's Current Report on Form 8-K dated July 31,
2002.
|
|
3.1
|
Second
Amended and Restated Certificate of Incorporation of the Registrant. Incorporated by
reference to Exhibit 3.1 of the registrant's Annual Report on form 10K for
the fiscal year ended September 30, 2002.
|
|
3.2
|
Amended
By-Laws of the Registrant. Incorporated by reference to Exhibit 3.1 of the
registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 2002.
|
|
4.1
|
Registration
Rights Agreement, dated as of July 30, 2002, between Registrant and
Madison Investors Corporation. Incorporated by reference to Exhibit 4.1 of
the Registrant's Current Report on Form 8-K dated July 31,
2002.
|
|
4.2
|
Stock
Agreement, dated as of July 30, 2002, between Registrant, Independence
Holding Company and Madison Investors Corporation. Incorporated by
reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K
dated July 31, 2002.
|
|
4.3
|
Rights
Agreement, dated as of July 30, 2002, between Registrant and Mellon
Investor Services LLC which includes the form of Certificate of
Designations of the Series A Junior Participating Preferred Stock of
Registrant as Exhibit A, the form of Right Certificate as Exhibit B and
the Summary of Rights to Purchase Preferred Shares as Exhibit C.
Incorporated by reference to Exhibit 4.1 of the Registrant's Current
Report on Form 8-K dated July 31, 2002.
|
|
10.1
|
Services
Agreement, dated as of November 15, 2002, by and between American
Independence Corp. and Independence Holding Company. Incorporated by
reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K
dated November 14, 2002.
|
|
10.2
|
Agency
Agreement, dated February 22, 2006, between the Registrant and First
Integrated Health, Inc. Incorporated by reference to exhibit 10.2 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 2005.
|
|
10.3
|
Registrant’s
1998 Stock Incentive Plan Incorporated by reference to Exhibit 99.1 of the
Registrant's Registration Statement on Form S-8 dated May 10,
1999.
|
|
10.4
|
Registrant’s
1999 Supplemental Stock Incentive Plan. Incorporated by reference to
Exhibit 99.1 of the Registrant's Registration Statement on Form S-8 dated
June 8, 1999.
|
|
10.5
|
Contribution
Agreement dated April 15, 2008 by and among Independent Producers of
America, LLC, a wholly owned subsidiary of the Registrant, Insurance
Producers Group of America, Inc., Insurance Producers of America Agency,
Inc. and Independent Producers of America Agency, Inc. Incorporated by
reference to exhibit 10.1 of the Registrant’s Current Report on Form 8-K
dated April 22, 2008.
|
|
10.6
|
Registrant’s
2009 Stock Incentive Plan (the “2009 Plan”), form of Restricted Share
Award Agreement under the 2009 Plan and form of Stock Option Award
Agreement under the 2009 Plan. (The 2009 Plan was filed as Appendix A to
the Proxy Statement for the Registrant’s Annual Meeting of Stockholders
held on June 19, 2009 and is incorporated herein by reference; the form of
restricted share award agreement was filed as Exhibit 4.4 to the
Registrant’s Form S-8 filed with the SEC on July 31, 2009 and is
incorporated herein by reference; and the form of stock option award
agreement was filed as Exhibit 4.5 to the Registrant’s Form S-8 filed with
the SEC on July 31, 2009 and is incorporated herein by
reference.)
|
|
10.7
|
Quota
Share Reinsurance Agreement between Madison National Life Insurance, Inc.
and Independence American Insurance Company, as
amended.
|
|
10.8
|
Quota
Share Reinsurance Agreement between Standard Security Life Insurance
Company of New York and Independence American Insurance Company, as
amended.
|
|
21.1
|
Subsidiaries
of the Registrant. Incorporated by reference to Exhibit 21.1 of the
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2009.
|
|
31.1
|
Certification
of President and Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.**
|
|
31.2
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.**
|
|
32.1
|
|
Certification
of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.**
|
32.2
|
Certification
of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.**
|
** Filed
herewith.
6