UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported event): October 12, 2005
The Navigators Group, Inc.
(Exact name of registrant as specified in its chapter)
DELAWARE |
| 0-15886 |
| 13-3138397 |
(State of |
| (Commission |
| (I.R.S. Employer |
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One Penn Plaza, New York, NY |
| 10119 | ||
(Address of principal executive offices) |
| (Zip Code) | ||
Registrant’s telephone number, including area code: (914) 933-6025
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):
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On October 12, 2005, The Navigators Group, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Credit Suisse First Boston LLC and Keefe, Bruyette & Woods, Inc. with respect to the issuance and sale by the Company of 3,300,000 of its common shares (plus an additional 495,000 common shares to be issued and sold to cover over-allotments), par value $0.10 per share, of the Company (the “Shares”). A copy of the Underwriting Agreement is attached to this Current Report on Form 8-K and filed herewith under Item 9.01 as Exhibit 1.1. The Shares have been registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-128516), filed by the Company with the Securities and Exchange Commission on September 23, 2005.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 1.1 Underwriting Agreement, dated October 12, 2005, between the Company and Credit Suisse First Boston LLC and Keefe, Bruyette & Woods, Inc.
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.
| THE NAVIGATORS GROUP, INC. |
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| (Registrant) | |||
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| /s/ Bradley D. Wiley |
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| Name: | Bradley D. Wiley | ||
| Title: | Senior Vice President, Financial Compliance | ||
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| Officer and Secretary | ||
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Date: October 17, 2005 |
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INDEX TO EXHIBITS
Number |
| Description |
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1.1 |
| Underwriting Agreement |
3
