SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
Quarterly Report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
for the Quarterly Period Ended June 30, 2012,
or
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the Transition Period from to
Commission File Number No. 001-32899
EASTERN INSURANCE HOLDINGS, INC.
| Incorporated in Pennsylvania | I.R.S. Employer Identification No. 20-2653793 | |
25 Race Avenue, Lancaster, Pennsylvania 17603-3179 (717) 396-7095 |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
Indicate by check mark if the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Title of Each Class | Number of Shares Outstanding as of August 1, 2012 | |
| Common Stock, No Par Value | 7,910,609 (Outstanding Shares) |
EXPLANATORY NOTE
Eastern Insurance Holdings, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Company’s Quarterly Report on Form 10-Q (the “Original Form 10-Q”) for the period ended June 30, 2012 and filed with the Securities and Exchange Commission on August 2, 2012 (the “Original Filing Date”), solely to furnish Exhibit 101 to the Original Form 10-Q in accordance with Rule 405 of Regulation S-T.
No other changes have been made to the Original Form 10-Q. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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| Item 6. | Exhibits |
Exhibits
Exhibit No. | Title | |
| 3.1 | Articles of Incorporation of Eastern Insurance Holdings, Inc. (Incorporated by reference from Exhibit 3.1 to the Eastern Insurance Holdings, Inc. Registration Statement No. 333-128913 on Form S-1) | |
| 3.2 | Bylaws of Eastern Insurance Holdings, Inc. (Incorporated by reference from Exhibit 3.2 to the Eastern Insurance Holdings, Inc. Registration Statement No. 333-128913 on Form S-1) | |
| 31.1 | Certification of Chief Executive Officer in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (1) | |
| 31.2 | Certification of Chief Financial Officer in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (1) | |
| 32.1 | Certification of Chief Executive Officer in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 (1) | |
| 32.2 | Certification of Chief Financial Officer in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 (1) | |
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2012 and 2011, (iii) the Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2012 and 2011, (iv) the Consolidated Statements of Cash Flows for the three and six months ended June 30, 2012 and 2011, and (v) the Notes to Consolidated Financial Statements.(*) | |
| (1) | Previously filed with the Original Form 10-Q. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
EASTERN INSURANCE HOLDINGS, INC. (Registrant) | ||||
| Dated: August 30, 2012 | By: | /s/ Michael L. Boguski | ||
| Michael L. Boguski, | ||||
| President and Chief Executive Officer | ||||
| Dated: August 30, 2012 | By: | /S/ KEVIN M. SHOOK | ||
| Kevin M. Shook, | ||||
| Executive Vice President, Treasurer and Chief Financial Officer | ||||
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