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): September 18, 2015
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 |
| (Commission File Number) |
| (IRS Employer |
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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 4.01 Changes in the Registrant’s Certifying Accountant
(a) On September 18, 2015, BDO USA LLP (BDO), the Registrant’s independent registered public accounting firm, informed the Registrant that it was resigning effective immediately.
Since it was engaged on July 15, 2015, BDO did not issue any reports on the Registrant’s consolidated financial statements during its tenure as the Registrant’s independent registered public accounting firm.
The Registrant has provided a copy of the foregoing disclosures to BDO and requested that BDO furnish it with a letter addressed to the Securities and Exchange Commission stating whether BDO agrees with the above statements. A copy of BDO’s letter, dated September 24, 2015, is filed as Exhibit 16.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) | Exhibit |
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| Exhibit No. | Description of Exhibit |
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| 16.1 | Letter from BDO USA LLP dated September 24, 2015 |
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.
| AFFIRMATIVE INSURANCE HOLDINGS, INC. | |
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Date: September 24, 2015 | By: | /s/ John P. Killacky |
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| Name: John P. Killacky |
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| Title: Executive Vice President, General Counsel & Secretary |
