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): December 15, 2005 -------------- PRIMUS GUARANTY, LTD. (Exact name of registrant as specified in its charter) BERMUDA 001-32307 NOT REQUIRED (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) incorporation or organization) CLARENDON HOUSE 2 CHURCH STREET HAMILTON HM 11, BERMUDA (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 441-296-0519 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 (see General Instruction A.2. below): |_| 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 8.01. OTHER EVENTS Press Release announcing private offering of notes by Primus Financial Products, LLC, a principal operating subsidiary of the Registrant. Signature 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. PRIMUS GUARANTY, LTD. By: /s/ Richard Claiden ----------------------------------- Richard Claiden Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) Dated: December 15, 2005 Index to Exhibits ----------------- Exhibit No. Description - ----------- ----------- 99.1 Press Release dated December 15, 2005 issued by the Registrant.
