Attached files
file | filename |
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EX-23.1 - EXHIBIT 23.1 - FG Financial Group, Inc. | v373396_ex23-1.htm |
EX-5.1 - EXHIBIT 5.1 - FG Financial Group, Inc. | v373396_ex5-1.htm |
As filed with the Securities and Exchange Commission on March 31, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
1347 PROPERTY INSURANCE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 6331 | 46-1119100 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number)
|
(I.R.S. Employer Identification Number) |
9100 Bluebonnet Centre Blvd., Suite 502
Baton Rouge, LA 70809
(225) 361-8747
(Address, including zip code and telephone number,
including area code, of registrant’s principal executive offices)
Douglas N. Raucy
President and Chief Executive Officer
1347 Property Insurance Holdings, Inc.
9100 Bluebonnet Centre Blvd., Suite 502
Baton Rouge, LA 70809
(225) 361-8747
(Name, address, including zip code and telephone number,
including area code, of agent for service)
Copies to:
Joel L. Rubinstein, Esq. Eric Orsic, Esq. McDermott Will & Emery LLP 340 Madison Avenue New York, New York 10173 Telephone: (212) 547-5400 Facsimile: (212) 547-5444 |
Anthony J. Marsico, Esq. Greenberg Traurig, LLP 200 Park Avenue New York, New York 10166 Telephone: (212) 801-9362 Facsimile: (212) 805-9362 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. þ File No. 333-193314
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
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. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ | |||
(Do not check if a smaller reporting company) |
_______________
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered | Amount to be Registered | Proposed Maximum Offering Price Per Share | Proposed maximum aggregate offering price | Amount of registration fee |
Common Stock, $0.001 par value per share | 301,875 | $8.00(1) | $2,415,000 | $312(2) |
Representative’s Warrants(3) | - | - | - | - |
Shares of Common Stock underlying Representative’s Warrants(4) | 13,125 | $10.00(4) | $131,250 | $17(2) |
(1) Based on the public offering price.
(2) Previously paid. The fee for the shares being registered under this Registration Statement was paid pursuant to the Registration Statement on Form S−1 (File No. 333−193314), which was calculated on the basis of a maximum aggregate offering price of $34,500,000 pursuant to Rule 457(o) of the Securities Act of 1933, as amended.
(3) No fee pursuant to Rule 457(g) under the Securities Act of 1933, as amended.
(4) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act of 1933, as amended. The representative’s warrants are exercisable at a per share exercise price equal to 125% of the public offering price per share.
_______________
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration of additional shares of common stock, $0.001 par value per share, of 1347 Property Insurance Holdings, Inc., a Delaware company, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1 (File No. 333-193314) dated March 27, 2014, including each of the documents included therein or incorporated by reference, which was declared effective by the Commission on March 31, 2014, are incorporated in this registration statement by reference.
The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on the 31st day of March, 2014.
1347 PROPERTY INSURANCE HOLDINGS, INC. | ||
/s/ | Douglas N. Raucy | |
Name: Douglas N. Raucy | ||
Title: President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 31st day of March, 2014.
Signature | Title | |
/s/ Douglas N. Raucy | President, Chief Executive Officer and Director (principal executive officer) | |
Douglas N. Raucy | ||
/s/ John S. Hill | Chief Financial Officer | |
John S. Hill | (principal financial and accounting officer) | |
* | Director | |
Hassan R. Baqar | ||
* | Director | |
Gordon G. Pratt | ||
* | Director | |
Leo Christopher Saenger III | ||
* | Director | |
Larry G. Swets, Jr. | ||
*By /s/ Hassan R. Baqar | Attorney-in-Fact | |
Hassan R. Baqar |
EXHIBIT INDEX
The following exhibits are filed herewith:
5.1 | Opinion of McDermott Will & Emery LLP |
23.1 | Consent of BDO USA, LLP, Independent Registered Public Account |
23.2 | Consent of McDermott Will & Emery LLP (included in Exhibit 5.1) |
24.1 | Power of Attorney (incorporated by reference to the signature page included with the Registration Statement on Form S−1 of the Registrant (File No. 333−193314)). |