Amendment No. 1 to the Form 10-K
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-K/A

Amendment No. 1

 

 

ANNUAL REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

 

Commission File No. 1-12449

 

 

SCPIE HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

 

DELAWARE   95-4557980

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

1888 Century Park East, Los Angeles, California 90067

www.scpie.com

(Address of principal executive offices and Internet site)

 

(310) 551-5900

(Registrant’s telephone number, including area code)

 

 

Securities registered pursuant   Name of Exchange on which registered:
To Section 12(b) of the Act:    
Preferred Stock, par value $1.00 per share   New York Stock Exchange
Common Stock, par value $0.0001 per share   New York Stock Exchange
(Title of Class)    

 

Securities registered pursuant to Section 12(g) of the Act: None

 

 

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of 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.  x

 

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  x    No  ¨

 

The aggregate market value of the Registrant’s voting stock held by non-affiliates of the Registrant at June 30, 2004, was $82,823,560 (based upon the closing sales price of such date, as reported by The Wall Street Journal).

 

The number of shares of the Registrant’s Common Stock outstanding as of March 7, 2005, was 9,904,604.

 

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TABLE OF CONTENTS

 

PART IV

 

Item 15.

    Exhibits and Financial Statements Schedules    2

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES

 

(a) (3) Exhibits:

 

NUMBER
  

DOCUMENT

32.1   Amended Certification of Registrant’s Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. This certification is being furnished solely to accompany this Annual Report on Form 10-K and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company.
32.2   Amended Certification of Registrant’s Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. This certification is being furnished solely to accompany this Annual Report on Form 10-K and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company.

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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.

 

SCPIE HOLDINGS INC.

By:

  

/s/ DONALD J. ZUK

   

Donald J. Zuk

President and Chief Executive Officer

 

March 16, 2005

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

SIGNATURE

   

TITLE

  

DATE

/S/ DONALD J. ZUK

Donald J. Zuk

   

President, Chief Executive Officer and Director

(Principal Executive Officer)

   March 16, 2005

/S/ ROBERT B. TSCHUDY

Robert B. Tschudy

   

Senior Vice President, Treasurer and Chief

Financial Officer (Principal Financial Officer)

   March 16, 2005

/S/ EDWARD G. MARLEY

Edward G. Marley

   

Vice President and Chief Accounting Officer

(Principal Accounting Officer)

   March 16, 2005
    Chairman of the Board and Director    
Mitchell S. Karlan, M.D.         

/S/ WILLIS T. KING, JR.

Willis T. King, Jr.

    Director   March 18, 2005

/S/ LOUIS H. MASOTTI, PH.D.

Louis H. Masotti, Ph.D.

    Director   March 18, 2005

/S/ JACK E. MCCLEARY, M.D.

Jack E. McCleary, M.D.

    Director   March 18, 2005

/S/ CHARLES B. MCELWEE, M.D.

    Director   March 22, 2005
Charles B. McElwee, M.D.         

/S/ WENDELL L. MOSELEY, M.D.

Wendell L. Moseley, M.D.

    Director   March 18, 2005

/S/ DONALD P. NEWELL

Donald P. Newell

    Director   March 16, 2005

/S/ WILLIAM A. RENERT, M.D.

    Director   March 22, 2005
William A. Renert, M.D.         

/S/ HENRY L. STOUTZ, M.D.

Henry L. Stoutz, M.D.

    Director   March 18, 2005

/S/ REINHOLD A. ULLRICH, M.D.

Reinhold A. Ullrich, M.D.

    Director   March 22, 2005
    Director    
Ronald H. Wender, M.D.