UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 10, 2006
AMERISAFE, INC.
(Exact Name of Registrant as Specified in Charter)
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Texas
(State or Other Jurisdiction
of Incorporation) | | 000-51520
(Commission
File Number) | | 75-2069407
(IRS Employer
Identification No.) |
2301 Highway 190 West
DeRidder, Louisiana 70634
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:(337) 463-9052
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ¨ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On March 10, 2006, the Compensation Committee of the Board of Directors of AMERISAFE, Inc. (the “Company”) approved incentive compensation awards to each of the Company’s executive officers for services rendered in 2005. The awards are comprised of cash bonuses and grants of restricted common stock, as follows:
| | | | | | | | | |
| | | Cash Bonus | | Shares of Restricted Stock |
| C. Allen Bradley, Jr. | | $ | 225,000 | | | | 7,035 | |
Chairman, President, and
Chief Executive Officer | | | | | | | | |
| | | | | | | | | |
| Geoffrey R. Banta | | $ | 105,000 | | | | 3,283 | |
Executive Vice President and
Chief Financial Officer | | | | | | | | |
| | | | | | | | | |
| Arthur L. Hunt | | $ | 105,000 | | | | 3,283 | |
Executive Vice President,
General Counsel and Secretary | | | | | | | | |
| | | | | | | | | |
| Craig P. Leach | | $ | 75,000 | | | | 2,345 | |
Executive Vice President,
Sales and Marketing | | | | | | | | |
The restricted stock awards were made pursuant to the Company’s 2005 Equity Incentive Plan (the “Plan”), and will vest on the first anniversary of the date of grant. The restricted stock awards are evidenced by Restricted Stock Award Agreements, the form of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | | |
| Exhibit No. | | Description |
| 10.1 | | Form of Restricted Stock Award Agreement |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | AMERISAFE, INC.
| |
| | By: | /s/ Arthur L. Hunt | |
| | | Arthur L. Hunt, Executive Vice President, | |
| | | General Counsel and Secretary | |
| |
Date: March 15, 2006
