0001193125-12-403154.txt : 20120925 0001193125-12-403154.hdr.sgml : 20120925 20120925150704 ACCESSION NUMBER: 0001193125-12-403154 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120925 DATE AS OF CHANGE: 20120925 EFFECTIVENESS DATE: 20120925 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SeaBright Holdings, Inc. CENTRAL INDEX KEY: 0001267201 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 562393241 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-34204 FILM NUMBER: 121108748 BUSINESS ADDRESS: STREET 1: 1501 4TH AVENUE, SUITE 2600 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2062698500 MAIL ADDRESS: STREET 1: 1501 4TH AVENUE, SUITE 2600 CITY: SEATTLE STATE: WA ZIP: 98101 FORMER COMPANY: FORMER CONFORMED NAME: SEABRIGHT INSURANCE HOLDINGS INC DATE OF NAME CHANGE: 20031016 DEFA14A 1 d417778d8k.htm FORM 8-K Form 8-K

 

 

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): September 25, 2012

 

 

SeaBright Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34204   56-2393241

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

1501 4th Avenue, Suite 2600

Seattle, Washington 98101

(Address of Principal executive offices, including Zip Code)

206-269-8500

(Registrant’s telephone number, including area code)

 

 

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)

 

x 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 8.01. Other Events.

On September 25, 2012, SeaBright Holdings, Inc. (the “Company”) distributed an announcement to its employees concerning the filing of a preliminary proxy statement relating to a special meeting that the Company will hold for its stockholders to consider and vote on the previously announced Agreement and Plan of Merger with Enstar Group Limited (“Enstar”). A copy of the announcement is attached as an exhibit to this report and incorporated herein by reference.

Additional Information and Where to Find It

In connection with the proposed transaction, the Company filed a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) on September 25, 2012. The Company and Enstar plan to file with the SEC other documents regarding the proposed transaction. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. When completed, the final proxy statement will be mailed to the Company’s stockholders. Stockholders may obtain copies of all documents filed with the SEC regarding the proposed transaction, free of charge, at the SEC’s website at www.sec.gov. In addition, stockholders may obtain free copies of the documents by going to the Company’s Investors website page at www.sbxhi.com/investors.html or by sending a written request to SeaBright Holdings, Inc., Attn: Investor Relations, 1501 4th Avenue, Suite 2600, Seattle, Washington 98101, or by calling Investor Relations at (206) 269-8500. The contents of the websites referenced above are not deemed to be incorporated by reference into the proxy statement.

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed transaction. Information regarding the Company’s directors and executive officers is set forth in the Company’s proxy statement for its 2012 annual meeting of stockholders and its Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which were filed with the SEC on April 12, 2012 and March 5, 2012, respectively. Additional information regarding persons who may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction and any direct or indirect interests of the Company’s executive officers and directors in the merger is contained in the preliminary proxy statement and will be contained in the definitive proxy statement that the Company intends to file with the SEC.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The list of exhibits in the Exhibit Index to this report is incorporated herein by reference.

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.

 

SEABRIGHT HOLDINGS, INC.
By:   /s/ John G. Pasqualetto
Name:   John G. Pasqualetto
Title:   Chairman, President and Chief Executive Officer

Date: September 25, 2012

 

2

EXHIBIT INDEX

 

Exhibit
No.

   

Description

99.1   

Announcement for SeaBright Employees.

 

3

EX-99.1 2 d417778dex991.htm ANNOUNCEMENT FOR SEABRIGHT EMPLOYEES Announcement for SeaBright Employees

Exhibit 99.1

Employee Announcement

Today, we filed a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”). The preliminary proxy statement relates to a special meeting that SeaBright will hold for its stockholders to consider and vote on the proposed acquisition of SeaBright by Enstar Group Limited (“Enstar”). The merger agreement between Enstar and SeaBright requires SeaBright to hold this special meeting as promptly as we can, and approval of the merger by SeaBright’s stockholders is one of the conditions to completing the merger. All SeaBright stockholders will be invited to attend the special meeting and vote in person, but the proxy statement and accompanying proxy that we will mail to our stockholders will allow stockholders to vote their shares of SeaBright common stock without attending the special meeting in person. You can obtain a copy of the preliminary proxy statement by visiting the SEC’s website at www.sec.gov.

The information contained in the preliminary proxy statement that we filed today is not final and may be changed. In addition, today’s preliminary filing does not contain certain information, including the time, date and place of the special meeting. We will announce the time, date and place of the special meeting once they are determined.

When the proxy statement is finalized, we will file a definitive proxy statement with the SEC and mail it with a proxy to all SeaBright stockholders. If you are a stockholder, you should read the definitive proxy statement when it becomes available. The proxy statement contains important information about the proposed merger, including instructions on how stockholders can vote, what will happen to SeaBright stock and options if the merger is consummated, the background and reasons for the merger and a summary of the merger agreement between Enstar and SeaBright.

We are working towards completing the merger as soon as possible. While the exact date of closing the transaction is uncertain at this time, if our stockholders vote to approve the merger and we obtain the necessary regulatory approvals and satisfy other closing conditions, we anticipate that the merger will be completed in the fourth quarter of 2012 or the first quarter of 2013.

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving Enstar and SeaBright. The proposed transaction will be submitted to the stockholders of SeaBright for their consideration. In connection with the proposed transaction, SeaBright filed a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) on September 25, 2012. SeaBright and Enstar plan to file with the SEC other documents regarding the proposed transaction. STOCKHOLDERS OF SEABRIGHT ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. When completed, the final proxy statement will be mailed to SeaBright stockholders. You may obtain copies of all documents filed with the SEC regarding

the proposed transaction, free of charge, at the SEC’s website at www.sec.gov. In addition, stockholders may obtain free copies of the documents by going to SeaBright’s Investors website page at www.sbxhi.com/investors.html or by sending a written request to SeaBright Holdings, Inc., Attn: Investor Relations, 1501 4th Avenue, Suite 2600, Seattle, Washington 98101, or by calling Investor Relations at (206) 269-8500. The contents of the websites referenced above are not deemed to be incorporated by reference into the proxy statement.

Interests of Participants

SeaBright and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of SeaBright in connection with the proposed transaction. Information regarding SeaBright’s directors and executive officers is set forth in SeaBright’s proxy statement for its 2012 annual meeting of stockholders and its Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which were filed with the SEC on April 12, 2012 and March 5, 2012, respectively. Additional information regarding persons who may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction and any direct or indirect interests of the SeaBright executive officers and directors in the merger is contained in the preliminary proxy statement and will be contained in the definitive proxy statement that SeaBright intends to file with the SEC.