UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 10, 2011
Affirmative Insurance Holdings, Inc.
(Exact name of Registrant as Specified in its Charter)
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| Delaware | | 000-50795 | | 75-2770432 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
| 4450 Sojourn Drive, Suite 500, Addison, Texas | | 75001 |
| (Address of principal executive offices) | | Zip Code |
Registrant’s telephone, including area code: (972) 728-6300
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)2011 Stock Option Award Agreement.
On August 10, 2011, the Compensation Committee of the Registrant’s Board of Directors approved a revised form of stock option award agreement (the “2011 Stock Option Award Agreement”) to be used in connection with certain grants of options to me made in 2011. The form of 2011 Stock Option Award Agreement is substantially similar to the stock option award agreement previously utilized by the Registrant in connection with prior awards under the Registrant’s 2004 Amended and Restated Stock Incentive Plan (the form of said option having been filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed with the Commission on March 1, 2005), in all material respects, except with respect to stated vesting periods. The 2011 Stock Option Award Agreement provides that all options issued thereunder will vest in equal one-third installments over a three year period, as opposed to previous stock option awards granted by the Registrant, where options vested in equal one-fifth installments over a five year period.
Stock Option Awards to Certain Officers. On August 10, 2011, the Compensation Committee of the Registrant’s Board of Directors approved the following stock option awards to Gary Y. Kusumi, the Registrant’s principal executive officer, Michael J. McClure, the Registrant’s principal financial officer, and Robert A. Bondi, the Registrant’s other named executive officer:
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| Name and Position | | Number of Shares Underlying Award | |
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Gary Y. Kusumi, Chief Executive Officer | | | 850,000 | |
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Michael J. McClure, EVP & Chief Financial Officer | | | 90,000 | |
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Robert A. Bondi, EVP & President – Retail Agency Group | | | 90,000 | |
All of the foregoing stock option awards were made in accordance with the terms and conditions set forth in the 2011 Stock Option Award Agreement, as evidenced by the Registrant and each of Messrs. Kusumi, McClure and Bondi in separate 2011 Stock Option Award Agreements, the form of which is filed with this Form 8-K as Exhibit 10.2. In all cases, the foregoing 2011 Stock Option Award Agreements provide for, among other things, an effective award date of August 10, 2011 and an exercise price of $1.76 per share, the closing price per share for the Registrant’s Common Stock on the NASDAQ Stock Market on August 8, 2011, the most recent trading date during which sales of the Registrant’s Common Stock occurred prior to the option issuance.
The descriptions of the terms of the form of 2011 Stock Option Award Agreement as set forth herein do not purport to be complete and are qualified in their entirety by reference to the full text thereof, including exhibits, a copy of which being herewith filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No. | | Description of Exhibit |
| |
| 10.1 | | Form of 2011 Stock Option Award Agreement |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. Forward-looking statements represent our management’s judgment regarding future events. Although the Registrant believes that the expectations reflected in such forward-looking statements are reasonable, the Registrant can give no assurance that such expectations will prove to be correct. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. The Registrant cannot guarantee the accuracy of the forward-looking statements, and the Registrant’s actual results could differ materially from those contained any forward-looking statements due to a number of factors, including the statements under the heading “Risk Factors” contained in the Registrant’s filings with the Securities and Exchange Commission. Accordingly, such forward-looking statements are subject to a number of risks and uncertainties and may cause actual results to differ materially from the Registrant’s expressed expectations.
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.
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| | AFFIRMATIVE INSURANCE HOLDINGS, INC. |
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| | By: | | /s/ Joseph G. Fisher |
| Date: August 16, 2011 | | Name: Joseph G. Fisher |
| | Title: Executive Vice President, General Counsel and Secretary |
