Form 8-K

AFFIRMATIVE INSURANCE HOLDINGS, INC.

Date: December 5, 2011

/s/ Joseph G. Fisher

Joseph G. Fisher

Executive Vice President and General Counsel

0001193125-11-330783.txt : 20111206 0001193125-11-330783.hdr.sgml : 20111206 20111205183012 ACCESSION NUMBER: 0001193125-11-330783 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111201 ITEM INFORMATION: Other Events FILED AS OF DATE: 20111206 DATE AS OF CHANGE: 20111205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AFFIRMATIVE INSURANCE HOLDINGS INC CENTRAL INDEX KEY: 0001282543 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 752770432 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50795 FILM NUMBER: 111244113 BUSINESS ADDRESS: STREET 1: 4450 SOJOURN DRIVE STREET 2: SUITE 500 CITY: ADDISON STATE: TX ZIP: 75001 BUSINESS PHONE: 972-728-6300 MAIL ADDRESS: STREET 1: 4450 SOJOURN DRIVE STREET 2: SUITE 500 CITY: ADDISON STATE: TX ZIP: 75001 8-K 1 d265722d8k.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): December 1, 2011

Affirmative Insurance Holdings, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware

000-50795

75-2770432

(State or Other

Jurisdiction of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


4450 Sojourn Drive, Suite 500, Addison, Texas		75001
(Address of principal executive offices)		Zip Code

Registrant’s telephone, including area code: (972) 728-6300

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 8.01

Other Events.

As reported by Affirmative Insurance Holdings, Inc. (the “Registrant”) on a Form 8-K filed with the Commission on October 26, 2011 (File No. 000-50795), on October 20, 2011, the Registrant received written notice from the Listing Qualifications department of the NASDAQ Stock Market that the Registrant did not satisfy a rule for continued listing (specifically, NASDAQ Listing Rule 5605(c)(2)) as a result of the resignation of J. Christopher Teets as a director of the Registrant effective September 27, 2011. Among other things, NASDAQ Listing Rule 5605(c)(2) requires listed issuers such as the Registrant to maintain an Audit Committee consisting of no fewer than three (3) independent directors at all times. Mr. Teets had been one of three (3) independent directors on the Registrant’s Audit Committee at the time of his resignation.

At a regularly-scheduled meeting of the Registrant’s Board of Directors held on November 17, 2011, a resolution to appoint director Robert T. Williams to the Registrant’s Audit Committee was presented to the Board for consideration. After diligent review and consideration of Mr. William’s qualifications and a finding by each Board member that Mr. Williams satisfies the standards for independence of Audit Committee members under the NASDAQ Marketplace Rules and Regulations, the Board voted unanimously to appoint Mr. Williams to the Registrant’s Audit Committee. On November 30, 2011, the Registrant notified NASDAQ’s Listing Qualifications department of Mr. Williams’ appointment within the cure period allowed under NASDAQ Listing Rule 5605(c)(4).

On December 1, 2011, NASDAQ’s Listing Qualifications department notified the Registrant of its determination that the Registrant now complies with NASDAQ Listing Rule 5605(c)(2) and that it considers this matter closed.

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.