**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K/A**

**(Amendment No. 1)**

 

| x | **Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2006**      |
|---|-------------------------------------------------------------------------------------------------------------------------------------------|
| o | **Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**

**Commission File Number: 0-11453**

  |

**AMERICAN PHYSICIANS SERVICE GROUP, INC.**

 

| (Exact name of registrant as specified in its charter)                                                                                                                                                                                                                                                                                                           |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Texas**                                                                                                                                                                                                                                                                                                                                                        | **75-1458323** |
| (State or other jurisdiction of incorporation or organization)                                                                                                                                                                                                                                                                                                   | (I.R.S. employer Identification No.) |
| **1301 Capital of Texas Highway, Suite C-300, Austin Texas**                                                                                                                                                                                                                                                                                                     | **78746** |
| (Address of principal executive offices)                                                                                                                                                                                                                                                                                                                         | **(Zip Code)** |
| **Registrant’s telephone number, including area code: (512) 328-0888**

**Securities registered pursuant to Section 12(b) of the Act:**                                                                                                                                                                                                                     |
| Title of each class

None                                                                                                                                                                                                                                                                                                                                        | Name of each exchange

on which registered

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

**Common Stock, $0.10 par value**

(Title of Class)                                                                                                                                                                                                                                             |
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.                                                                                                                                                                                                                                          | Yes o No x |
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act                                                                                                                                                                                                                                      | Yes o No x |
| 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 Þ No x |
| 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 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.

                |  

o |
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):                                                                                                        |
| Large accelerated filer o                                                                                                                                                                                                                                                                                                                                        | Accelerated filer o | Non-accelerated filer x |
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).                                                                                                                                                                                                                                                          | Yes o No x |
| State 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, or the average bid and asked price of such common equity, as of the last

business day of the registrant’s most recently completed second fiscal quarter.                  |
|  

Aggregate Market Value at June 30, 2006: $31,614,017                                                                                                                                                                                                                                                                                                     |
|  

Indicate the number of shares outstanding of each of the registrant’s class of common stock, as of the latest practicable date.                                                                                                                                                                                                                     |
|  

**Title of Each Class**

Common Stock, $.10 par value                                                                                                                                                                                                                                                                                                    | **Number of Shares Outstanding At**

**March 1, 2007**

2,815,445 |
|  

**Documents Incorporated By Reference**                                                                                                                                                                                                                                                                                                                  |
| Selected portions of the Registrant’s definitive proxy material for the 2006 annual meeting of shareholders are incorporated by reference into Part III of the Form 10-K.                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                  |  |  |  |  |

 

 

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