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): January 11, 2012
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 |
Registrants 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 3.01 Notice of Failure to Satisfy a Continued Listing Rule.
On January 11, 2012, Affirmative Insurance Holdings, Inc. (the Registrant) received written notice (the Notice) from the Listing Qualifications Staff (Staff) of the NASDAQ Stock Market that the Registrant no longer complies with the minimum bid price requirement for continued listing on the NASDAQ Global Select Market. NASDAQ Listing Rule 5450(a)(1) requires a minimum bid price of $1.00 per share. Based on the closing bid price of Registrants common stock for the 30 consecutive business days prior to the date of the Notice, the Registrant does not presently meet the minimum bid price requirement.
The Notice does not result in the immediate delisting of the Registrants common stock from the NASDAQ Global Select Market. Rather, in accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Registrant has 180 calendar days in which to regain compliance with the minimum bid price requirement. Registrant will regain compliance with NASDAQs minimum bid price requirement if at any time before the 180 day compliance period expires on July 9, 2012, the closing bid price of the Registrants common stock is at least $1.00 per share for at least ten consecutive business days.
If the Registrant does not regain compliance by July 9, 2012, the Registrant may be eligible for an additional compliance period if it applies to transfer the listing of its common stock to the NASDAQ Capital Market and satisfies all criteria for initial listing on the NASDAQ Capital Market other than the minimum bid price requirement. If Registrant does not transfer its common stock to the NASDAQ Capital Market, the Staff will notify Registrant that its common stock is subject to delisting. At that time, the Registrant may appeal the Staffs delisting determination to a NASDAQ Hearings Panel.
The Registrant is monitoring the bid price of its common stock and is in the process of reviewing its options to regain compliance with the NASDAQ Listing Rules, but no decisions have been made at this time.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified by use of terms such as may, will, should, plan, expect, anticipate, estimate and similar words, although some forward-looking statements are expressed differently. Forward-looking statements represent our managements judgment regarding future events. Although the Registrant believes that the expectations reflected in such forward-looking statements are reasonable, the Registrant can give no assurance that such expectations will prove to be correct. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. The Registrant cannot guarantee the accuracy of the forward-looking statements, and the Registrants actual results could differ materially from those contained in any forward-looking statements due to a number of factors, including the statements under the heading Risk Factors contained in the Registrants filings with the Securities and Exchange Commission. Accordingly, such forward-looking statements are subject to a number of risks and uncertainties and may cause actual results to differ materially from the Registrants expressed expectations.
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.
AFFIRMATIVE INSURANCE HOLDINGS, INC. | ||||||
By: | /s/ Joseph G. Fisher | |||||
Date: January 17, 2012 | Name: Joseph G. Fisher | |||||
Title: Executive Vice President and General Counsel |