UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) December 15, 2011
COMMERCE GROUP CORP.
---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 1-7375 39-6050862
--------------------------------------------------------------------------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
of incorporation)
N8 W22577 Johnson Drive, Waukesha, Wisconsin 53186
-------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 462-5310
fax: (262) 522-8509
-------------------------------------------------------------------------
(Former name or former address, if changed since last report)
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))
1
ITEM 8.01 OTHER EVENTS.
COMPANY FILES A MEMORIAL IN SUPPORT OF ITS APPLICATION FOR ANNULMENT;
CAFTA PROCEEDING SUSPENDED PENDING PAYMENT
On December 15, 2011, Commerce Group Corp. (the "Company") and San
Sebastian Gold Mines, Inc., an affiliate which is 82 1/2% owned by the
Company, submitted their Memorial in Support of the Application for
Annulment to the International Centre for Settlement of Investment
Disputes ("ICSID"). The Memorial was due under the schedule set by the ad
hoc Committee, which is a three member panel which ICSID assigned to hear
the Application for Annulment submitted by the Company and its affiliate
on July 11, 2011.
A full text of the December 15, 2011 memorial will be posted on the
Company's website (www.commercegroupcorp.com).
While the Company and its affiliate have met the deadline established by
the ICSID ad hoc Committee for submitting their Memorial, the Company has
been unable to pay the $150,000 advance deposit requested by ICSID to
cover the cost of the hearing on the Application for Annulment. In
accordance with ICSID Administrative and Financial Regulation 14(3)(d)
and (e), the Secretary-General of ICSID has moved that the ad hoc
Committee stay the proceeding in this case, and on December 19, 2011 the
ad hoc Committee decided to stay the proceeding because the payment was
not made. If the proceeding remained stayed for non-payment for a
consecutive period in excess of six months, the Secretary-General may,
after notice to and as far as possible in consultation with the parties,
move that the ad hoc Committee discontinue the proceeding.
A full text of the December 19, 2011 letter sent by the Secretary-General
will be posted on the Company's website (www.commercegroupcorp.com).
On December 15, 2011, the law firm representing the Government of El
Salvador ("GOES") submitted a letter to the ad hoc Committee and to
ICSID in response to ICSID's August 17, 2011 and October 24, 2011
requests for advance payments to fund the annulment proceeding and in
response to the Company's November 17, 2011 letter notifying the ad hoc
Committee that it was unable to pay the requested advance payment.
A full text of the December 15, 2011 letter from the law firm
representing the GOES to the ad hoc Committee and to ICSID will be posted
on the Company's website (www.commercegroupcorp.com).
For additional information about the Company's claims against the
Government of El Salvador, reference is made to the Company's 8-Ks that
were filed with the Securities and Exchange Commission on March 18, 2009,
July 2, 2009, July 2, 2010, August 19, 2010, September 17, 2010, March
15, 2011, July 14, 2011 and November 21, 2011.
2
FORWARD-LOOKING STATEMENTS
Certain statements in this release, and other written or oral statements
made by the Company, including the use of the words "expect,"
"anticipate," "estimate," "project," "forecast," "outlook," "target,"
"objective," "plan," "goal," "pursue," "on track," and similar
expressions, are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements are
subject to known and unknown risks, uncertainties and other factors that
may cause actual results, performance, or achievements of the Company to
be different from those expressed or implied. The Company assumes no
obligation and does not intend to update these forward-looking
statements. Among the important factors that could cause actual results
to differ materially from those indicated by such forward-looking
statements include, without limitation: competitive and general economic
conditions, adverse effects of litigation, the timely development and
acceptance of services, significant changes in the competitive
environment, the failure to generate or the loss of significant numbers
of customers, the loss of senior management, increased government
regulation or the Company's failure to integrate its acquired companies
to achieve the synergies and efficiencies described in the "Management's
Discussion and Analysis" section of the Company's Form 10-K and other
reports and filings with the Securities and Exchange Commission (SEC),
which may be revised or supplemented in subsequent reports on SEC Forms
10-Q and 8-K.
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 hereunto duly authorized.
COMMERCE GROUP CORP.
(Registrant)
/s/ Edward A. Machulak
Date: December 19, 2011 _______________________________________
By: Edward A. Machulak, President
3