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): November 19, 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 4^th 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)

¨ 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 5.07. Submission of Matters to a Vote of Security Holders.

On November 19, 2012, SeaBright Holdings, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to (i) consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of August 27, 2012 (the “Merger Agreement”), by and among Enstar Group Limited (“Enstar”), AML Acquisition, Corp. and the Company, pursuant to which (and subject to the conditions set forth therein) AML Acquisition, Corp., a wholly-owned subsidiary of Enstar, would merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Enstar (the “Merger”), (ii) consider and vote on a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement; and (iii) approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the Merger.

There were 22,459,963 shares of the Company’s common stock issued and outstanding on the record date for the Special Meeting. At the Special Meeting there were 15,536,125 shares voted by proxy or in person. The results for each matter voted on were as follows:

a. The proposal to adopt the Merger Agreement was approved, based on the following votes.

Votes For	Votes Against	Abstain	Broker Non-Votes
15,506,171	29,772	182	0

b. The proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement was approved, based on the following votes.

Votes For	Votes Against	Abstain	Broker Non-Votes
14,595,657	940,086	382	0

Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to adopt the Merger Agreement.

c. The Company’s stockholders approved, on a non-binding, advisory basis, the compensation arrangements for the Company’s named executive officers in connection with the Merger, based on the following votes.

Votes For	Votes Against	Abstain	Broker Non-Votes
13,753,486	1,229,396	553,243	0

Item 8.01. Other Events.

On November 19, 2012, the Company issued a press release announcing the results of the Special Meeting, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

It is currently expected that the Merger will close in the fourth quarter of 2012 or the first quarter of 2013, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. However, there can be no assurance that the closing of the Merger will occur during that time period or at all.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued by SeaBright Holdings, Inc. on November 19, 2012.

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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: November 19, 2012

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by SeaBright Holdings, Inc. on November 19, 2012.

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EX-99.1

Exhibit 99.1

For Immediate Release

SeaBright Holdings, Inc. Stockholders Approve

Merger Agreement with Enstar Group Limited

Seattle, Washington (USA) – November 19, 2012 – SeaBright Holdings, Inc. (NYSE: SBX) (“SeaBright”) today announced that SeaBright’s stockholders, at a special meeting of stockholders held earlier today, approved the proposal to adopt the previously announced merger agreement, dated as of August 27, 2012, among Enstar Group Limited (“Enstar”), AML Acquisition, Corp., an indirect wholly owned subsidiary of Enstar, and SeaBright, under which Enstar has agreed to acquire SeaBright for $11.11 per share in cash. Of the shares voted at the special meeting, approximately 99.8% were voted in favor of the adoption of the merger agreement, which represented approximately 69.0% of the total outstanding shares of common stock of SeaBright as of the October 15, 2012 record date. A quorum of approximately 69.2% of SeaBright’s total outstanding shares of common stock as of the record date were voted by proxy or in person.

The consummation of the merger remains subject to the satisfaction or waiver of the closing conditions set forth in the merger agreement, including obtaining governmental and regulatory approvals. It is currently expected that the merger will close in the fourth quarter of 2012 or the first quarter of 2013.

About SeaBright

SeaBright is a holding company whose wholly-owned subsidiary, SeaBright Insurance Company, operates as a specialty underwriter of multi-jurisdictional workers’ compensation insurance. SeaBright Insurance Company distributes its maritime, alternative dispute resolution and state act products through selected independent insurance brokers, licensed program managers and its wholesale broker affiliate, PointSure Insurance Services, Inc. PointSure is licensed in 50 states and also offers insurance products from non-affiliated insurers. Paladin Managed Care Services, Inc., another SeaBright company, provides integrated managed medical care services to help employers control costs associated with on-the-job injuries.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the intent, belief or current expectations of SeaBright and its management team. Statements that include words such as “estimate,” “project,” “plan,” “intend,” “expect,” “anticipate,” “believe,” “would,” “should,” “could,” “seek,” “may” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise. You are cautioned that any such forward-looking statements speak only as of the date they are made, are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.

In particular, Enstar and SeaBright may not be able to complete the merger on the terms summarized above or other acceptable terms, or at all, due to a number of factors, including but not limited to failure: (i) to obtain governmental and regulatory approvals, or (ii) to satisfy other closing conditions.

The foregoing list of important factors is not exhaustive. Other important risk factors may be found under the heading “Risk Factors” in SeaBright’s Form 10-K for the year ended December 31, 2011 and SeaBright’s Form 10-Q for the three months ended September 30, 2012, and are incorporated herein by reference. SeaBright undertakes no obligation to update any written or oral forward-looking statements or publicly announce any updates or revisions to any of the forward-looking statements contained herein, to reflect any change in its expectations with regard thereto or any change in events, conditions, circumstances or assumptions underlying such statements, except as required by law.

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