Form 8-K Filing

0001171843-15-001246.txt : 20150304 0001171843-15-001246.hdr.sgml : 20150304 20150304090040 ACCESSION NUMBER: 0001171843-15-001246 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150304 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150304 DATE AS OF CHANGE: 20150304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERATED NATIONAL HOLDING CO CENTRAL INDEX KEY: 0001069996 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 650248866 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25001 FILM NUMBER: 15671907 BUSINESS ADDRESS: STREET 1: 14050 NW 14 STREET STREET 2: SUITE 180 CITY: SUNRISE STATE: FL ZIP: 33323 BUSINESS PHONE: 9545819993 MAIL ADDRESS: STREET 1: 14050 NW 14 STREET STREET 2: SUITE 180 CITY: SUNRISE STATE: FL ZIP: 33323 FORMER COMPANY: FORMER CONFORMED NAME: 21ST CENTURY HOLDING CO DATE OF NAME CHANGE: 19980909 8-K 1 document.htm FORM 8-K FILING DOCUMENT Form 8-K Filing

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) March 4, 2015

FEDERATED NATIONAL HOLDING COMPANY
(Exact name of registrant as specified in its charter)

Florida		0-2500111		65-0248866
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

	14050 NW 14 Street, Suite 180 Sunrise, FL		33323
	(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (800) 293-2532

NOT APPLICABLE
(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 (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On March 4, 2015, Federated National Holding Company (the "Company") announced that Bruce F. Simberg, Chairman and a member of the Company's Board of Directors, has resigned for personal reasons. Michael H. Braun, the Company's Chief Executive Officer, President, and a member of the Board, will serve as interim Chairman of the Board.

A copy of the Company's press release dated March 4, 2015 is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		FEDERATED NATIONAL HOLDING COMPANY
Date: March 4, 2015		By: /s/ PETER J. PRYGELSKI, III Name: Peter J. Prygelski, III Title: Chief Financial Officer (Principal Accounting and Financial Officer)

EXHIBIT INDEX

Exhibit No.		Exhibit Title
99.1		Federated National Holding Company Press Release dated March 4, 2015

EX-99 2 newsrelease.htm PRESS RELEASE Federated National Holding Company Announces Resignation of Chairman of the Board and Appointment of Michael H. Braun as Interim Chairman

EXHIBIT 99.1

Federated National Holding Company Announces Resignation of Chairman of the Board and Appointment of Michael H. Braun as Interim Chairman

SUNRISE, Fla., March 4, 2015 (GLOBE NEWSWIRE) -- Federated National Holding Company (Nasdaq:FNHC) (the "Company"), a Florida-based provider of insurance, announced today that effective immediately, Bruce F. Simberg has resigned as Chairman and a member of the Company's Board of Directors for personal reasons.

"During Bruce's 17 years of service on our Board, the Company has made great strides and is in a very strong place," Michael H. Braun, the Company's Chief Executive Officer, said. "We will be sorry that we will not be able to continue to benefit from Bruce's guidance, but we understand that the demands of his law practice require his full time and energy. The Company and the other members of our Board would like to thank Bruce for his support and contributions as Chairman over the years."

Mr. Simberg said, "I feel confident that I am leaving the Company when it is strong and moving in a positive direction. The Company is in the good hands of the management team that has worked together for many years, and I look forward to the Company's continued success. I intend to continue to support my equity investment in the Company."

The Company and the Board are currently evaluating alternatives with respect to appointing a replacement. In the interim, Mr. Braun will step in as interim Chairman of the Board.

About the Company

The Company is authorized to underwrite and/or place, through its wholly owned subsidiaries, homeowners' multi-peril ("homeowners"), commercial general liability, federal flood, personal auto and various other lines of insurance in Florida and various other states. The Company markets and distributes its own and third-party insurers' products and its other services through a network of independent agents. The Company also utilizes a select number of general agents for the same purpose.

Forward-Looking Statements/Safe Harbor Statement

Safe harbor statement under the Private Securities Litigation Reform Act of 1995:

Statements that are not historical fact are forward-looking statements that are subject to certain risks and uncertainties that could cause actual events and results to differ materially from those discussed herein. Without limiting the generality of the foregoing, words such as "anticipate," "believe," "budget," "contemplate," "continue," "could," "envision," "estimate," "expect," "guidance," "indicate," "intend," "may," "might," "plan," "possibly," "potential," "predict," "probably," "pro-forma," "project," "seek," "should," "target," or "will" or the negative thereof or other variations thereon and similar words or phrases or comparable terminology are intended to identify forward-looking statements.

Forward-looking statements might also include, but are not limited to, one or more of the following:

Projections of revenues, income, earnings per share, dividends, capital structure or other financial items or measures;
Descriptions of plans or objectives of management for future operations, insurance products/or services;
Forecasts of future insurable events, economic performance, liquidity, need for funding and income; and
Descriptions of assumptions or estimates underlying or relating to any of the foregoing.

The risks and uncertainties include, without limitation, risks and uncertainties related to estimates, assumptions and projections generally; the nature of the Company's business; the adequacy of its reserves for loss and loss adjustment expense; claims experience; weather conditions (including the severity and frequency of storms, hurricanes, tornadoes and hail) and other catastrophic losses; reinsurance costs and the ability of reinsurers to indemnify the Company; raising additional capital and our potential failure to meet minimum capital and surplus requirements; potential assessments that support property and casualty insurance pools and associations; the effectiveness of internal financial controls; the effectiveness of our underwriting, pricing and related loss limitation methods; changes in loss trends; court decisions and trends in litigation; our potential failure to pay claims accurately; ability to obtain regulatory approval applications for requested rate increases, to underwrite in additional jurisdictions, or to organize a new property and casualty insurer in connection with our previously announced joint venture, and the timing thereof; the impact that this new insurer may have on our results of operations, once organized, inflation and other changes in economic conditions (including changes in interest rates and financial markets); pricing competition and other initiatives by competitors; legislative and regulatory developments; the outcome of litigation pending against the Company, and any settlement thereof; dependence on investment income and the composition of the Company's investment portfolio; insurance agents; ratings by industry services; the reliability of our information technology systems; reliance on key personnel; acts of war and terrorist activities; and other matters described from time to time by the Company in releases and publications, and in periodic reports and other documents filed with the United States Securities and Exchange Commission.

In addition, investors should be aware that generally accepted accounting principles prescribe when a company may reserve for particular risks, including claims and litigation exposures. Accordingly, results for a given reporting period could be significantly affected if and when a reserve is established for a contingency. Reported results may therefore appear to be volatile in certain accounting periods.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We do not undertake any obligation to update publicly or revise any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

CONTACT: Michael H. Braun, CEO (954) 308-1322
         or Peter J. Prygelski, CFO (954) 308-1252

(c)		Exhibits.
99.1		Federated National Holding Company Press Release dated March 4, 2015.