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): February 9, 2010
Max Capital Group Ltd.
(Exact name of registrant as specified in its charter)
| | | | |
| Bermuda | | 000-33047 | | 98-0584464 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
Max House, 2 Front Street, Hamilton, Bermuda | | HM 11 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (441) 295-8800
Not Applicable
Former name or former address, if changed since last report
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02 | Results of Operations and Financial Condition. |
On February 9, 2010, the Registrant issued a news release announcing financial results for the three months and year ended December 31, 2009. In addition, on the same date, the Max Capital Group Ltd. Investor Financial Supplement for the quarter ended December 31, 2009 was made available on the Registrant’s website.
A copy of the news release and financial supplement are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
In accordance with general instruction B.2 to Form 8-K, the information set forth in this Item 2.02 (including Exhibit 99.1 and Exhibit 99.2) shall be deemed “furnished” and not “filed” with the Securities and Exchange Commission (“SEC”) for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended.
On February 9, 2010, the Registrant issued a news release announcing the declaration by the Board of Directors of a dividend of $0.10 per share and the approval by the Board of Directors of an increase in the Registrant’s share repurchase plan by $100 million resulting in an aggregate amount currently authorized under the share repurchase plan of $129 million. All share repurchases are intended to be accomplished in accordance with Rule 10b-18 of the Securities Act of 1934 as to the timing, pricing and volume of such transactions. The news release is attached hereto as Exhibit 99.3 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| | |
| 99.1 | | News Release of Max Capital Group Ltd., dated February 9, 2010, announcing financial results. |
| |
| 99.2 | | Investor Financial Supplement for the quarter ended December 31, 2009. |
| |
| 99.3 | | News Release of Max Capital Group Ltd., dated February 9, 2010, announcing dividend declaration and increase in share repurchase authorization. |
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.
| | | | | | | | |
| | | | Max Capital Group Ltd. |
| | | |
| February 11, 2010 | | | | By: | | /s/ PETER A. MINTON |
| | | | | | Name: | | Peter A. Minton |
| | | | | | Title: | | Executive Vice President and Chief Operating Officer |
Exhibit Index
| | |
| 99.1 | | News Release of Max Capital Group Ltd., dated February 9, 2010, announcing financial results. |
| |
| 99.2 | | Investor Financial Supplement for the quarter ended December 31, 2009. |
| |
| 99.3 | | News Release of Max Capital Group Ltd., dated February 9, 2010, announcing dividend declaration and increase in share repurchase authorization. |
