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 12, 2019 |
HALLMARK FINANCIAL SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
| 001-11252 | | 87-0447375 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| 5420 Lyndon B. Johnson Freeway, Suite 1100, Dallas, Texas | | 75240 |
| (Address of Principal Executive Offices) | | (Zip Code) |
817-348-1600
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock $0.18 par value | HALL | Nasdaq Global Market |
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 (seeGeneral 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)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o
| Item 1.01 | Entry into a Material Definitive Agreement |
On August 12, 2019, Hallmark Financial Services, Inc. (the “Company”) entered into an Underwriting Agreement (herein so called) with Raymond James & Associates, Inc., as representative of the several underwriters listed therein (collectively, the “Underwriters”), in connection with the offer and sale by the Company of $50.0 million aggregate principal amount of its 6.25% Senior Unsecured Notes due 2029 (the “Notes”) on a firm commitment basis. The offering and sale of the Notes is pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-231502). A prospectus supplement relating to the offering and sale of the Notes was filed by the Company with the Securities and Exchange Commission on August 12, 2019. The Underwriting Agreement grants to the Underwriters a 1.5% underwriting discount on the purchase of the Notes and contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the definitive agreement filed as an exhibit to this Current Report on Form 8-K and incorporated herein by this reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
SIGNATURES
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 duly authorized.
| | HALLMARK FINANCIAL SERVICES, INC. |
| | | | |
| | | | |
| Date:August 13, 2019 | By: | | /s/ Jeffrey R. Passmore |
| | | | Jeffrey R. Passmore, Chief Financial Officer |
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