AMIC Holdings, Inc. - FORM 10-K/A

Attached files

file	filename
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

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.

(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.

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)

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.

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