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 reported event): July 28, 2008
The Navigators Group, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 0-15886 13-3138397
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(State of (Commission (I.R.S. Employer
organization) File Number) Identification No.)
One Penn Plaza, New York, NY 10119
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 934-8999
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):
[_] 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 2.02 Results of Operations and Financial Condition.
Item 7.01 Regulation FD Disclosure.
The following information is furnished pursuant to Item 2.02 "Results of
Operations and Financial Condition", and Item 7.01 "Regulation FD Disclosure".
This information, including the Exhibits attached hereto, shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or incorporated by reference into any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
On July 28, 2008, The Navigators Group, Inc. (the "Company") issued a
press release announcing its earnings for the second quarter of 2008. This press
release is attached hereto as Exhibit 99.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As reported in its press release dated July 28, 2008, which is filed with
this report as Exhibit 99.2, the Company announced that Francis McDonnell has
been appointed as Senior Vice President and Chief Financial Officer of the
Company. Mr. McDonnell will join the Company on August 5, 2008 as Senior Vice
President and will assume the responsibility of Chief Financial Officer
effective August 15, 2008, succeeding Paul J. Malvasio. As announced by the
Company in its Form 8-K filed on April 28, 2008, Mr. Malvasio is retiring as
Executive Vice President and Chief Financial Officer of the Company effective
August 15, 2008. In connection with his offer of employment, Mr. McDonnell
entered into a letter agreement with the Company, a copy of which is filed with
this report as Exhibit 99.3 and incorporated herein by reference.
Prior to his position with the Company, Mr. McDonnell, 52, served as Chief
Financial Officer of ACE USA, a subsidiary of ACE Ltd., from July 2002 to July
2008. Prior to that position, he held the position of Chief Financial Officer of
PMA Capital Corporation from May 1995 to June 2002. He is a Certified Public
Accountant and holds the Chartered Property Casualty Underwriter designation.
Mr. McDonnell holds an undergraduate degree from Rutgers University and a
Master of Business Administration degree from St. Joseph's University.
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.
THE NAVIGATORS GROUP, INC.
(Registrant)
/s/ Elliot S. Orol
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Name: Elliot S. Orol
Title: Senior Vice President, General Counsel
and Secretary
Date: July 28, 2008
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INDEX TO EXHIBITS
Number Description
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99.1 Second Quarter Earnings Press Release dated July 28, 2008.
99.2 Press Release dated July 28, 2008 announcing new Chief Financial Officer.
99.3 Letter Agreement with Francis McDonnell.