Delaware | 75-1328153 | |
(State or Other Jurisdiction of | (I.R.S. Employer Identification No.) | |
Incorporation or Organization) | ||
3322 West End Ave, Suite 1000 | ||
Nashville, Tennessee | 37203 | |
(Address of Principal Executive Offices) | (Zip Code) |
Proposed | ||||||||||||||||||||||
Proposed | Maximum | |||||||||||||||||||||
Title of Each Class | Maximum | Aggregate | ||||||||||||||||||||
Of Securities To Be | Amount To Be | Offering Price | Offering | Amount Of | ||||||||||||||||||
Registered | Registered(1) | Per Share(2) | Price(2) | Registration Fee | ||||||||||||||||||
Common Stock, $0.01
par value |
100,000 shares | $ | 3.835 | $ | 383,500 | $ | 15.07 | |||||||||||||||
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of additional shares of Common Stock that become issuable under the Registrants Employee Stock Purchase Plan, as amended, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Registrants Common Stock. | |
(2) | Pursuant to Rules 457(c) and (h)(1) under the Securities Act of 1933, as amended, the offering price is estimated solely for the purpose of calculating the amount of the registration fee on the basis of the average of the high and low sales prices of the Registrants Common Stock as reported on the New York Stock Exchange on February 14, 2008, which was $3.835 per share. |
Item 8. | Exhibits. |
4.1 | Restated Certificate of Incorporation of First Acceptance Corporation
(previously filed as Exhibit 3.1 of the Registrants Current Report on Form 8-K dated
May 3, 2004). |
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4.2 | Second Amended and Restated Bylaws of First Acceptance Corporation (previously
filed as Exhibit 3 of the Registrants Current Report on Form 8-K dated November 9,
2007). |
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4.3 | First Acceptance Corporation Employee Stock Purchase Plan (previously filed as
Exhibit 10.1 of the Registrants Registration Statement on Form S-8 (File No.
333-121551) filed December 22, 2004). |
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4.4 | First Amendment to First Acceptance Corporation Employee Stock Purchase Plan
(previously filed as Exhibit 10.1 of the Registrants Quarterly Report on Form 10-Q for
the quarter ended December 31, 2007). |
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5.1 | Opinion of Bass, Berry & Sims PLC. |
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23.1 | Consent of Ernst & Young LLP. |
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23.2 | Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1). |
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24.1 | Power of Attorney (included on signature page of this Registration Statement). |
FIRST ACCEPTANCE CORPORATION |
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By: | /s/ Stephen J. Harrison | |||
Stephen J. Harrison | ||||
Chief Executive Officer | ||||
Signature | Title | Date | ||
/s/ Stephen J. Harrison
|
Chief Executive Officer
and Director (Principal Executive Officer) |
February 19, 2008 | ||
/s/ Kevin P. Cohn
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
February 19, 2008 | ||
/s/ Gerald J. Ford
|
Chairman of the Board of Directors | February 19, 2008 | ||
/s/ Thomas M. Harrison, Jr.
|
Director | February 19, 2008 | ||
/s/ Tom C. Nichols
|
Director | February 19, 2008 | ||
/s/ Rhodes R. Bobbitt
|
Director | February 19, 2008 | ||
/s/ Harvey B. Cash
|
Director | February 19, 2008 | ||
/s/ Donald J. Edwards
|
Director | February 19, 2008 | ||
/s/ Lyndon L. Olson, Jr.
|
Director | February 19, 2008 | ||
/s/ William A. Shipp, Jr.
|
Director | February 19, 2008 |
Exhibit 4.1 | Restated Certificate of Incorporation of First Acceptance Corporation
(previously filed as Exhibit 3.1 of the Registrants Current Report on Form
8-K dated May 3, 2004). |
|
Exhibit 4.2 | Second Amended and Restated Bylaws of First Acceptance Corporation
(previously filed as Exhibit 3 of the Registrants Current Report on Form 8-K
dated November 9, 2007). |
|
Exhibit 4.3 | First Acceptance Corporation Employee Stock Purchase Plan (previously filed
as Exhibit 10.1 of the Registrants Registration Statement on Form S-8 (File
No. 333-121551) filed December 22, 2004). |
|
Exhibit 4.4 | First Amendment to First Acceptance Corporation Employee Stock Purchase Plan
(previously filed as Exhibit 10.1 of the Registrants Quarterly Report on
Form 10-Q for the quarter ended December 31, 2007). |
|
Exhibit 5.1 | Opinion of Bass, Berry & Sims PLC. |
|
Exhibit 23.1 | Consent of Ernst & Young LLP. |
|
Exhibit 23.2 | Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1). |
|
Exhibit 24.1 | Power of Attorney (included on signature page of this Registration Statement). |