8-K

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) November 13, 2009

SPECIALTY UNDERWRITERS’ ALLIANCE, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-50891	20-0432760
(State or other jurisdiction	(Commission	(IRS Employer ID
of incorporation)	File Number)	Number)

222 South Riverside Plaza, Chicago, Illinois	60606
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, including area code: (888) 782-4672

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger (as defined in Item 5.01), Specialty Underwriters’ Alliance, Inc., a Delaware corporation (the “Company”), notified The NASDAQ Stock Market (“NASDAQ”) that each share of common stock of the Company, par value $0.01 per share (the “Common Stock”), outstanding immediately prior to the Effective Time (as defined in Item 5.01) of the Merger had been converted into the right to receive 0.28 shares of common stock of Tower Group, Inc. (“Tower”) and requested that NASDAQ file with the Securities and Exchange Commission (the “Commission”) a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended on Form 25 (the “Form 25”) to strike the Common Stock from listing and registration on The NASDAQ Global Market. NASDAQ filed the Form 25 with the SEC on November 13, 2009, thereby delisting the Common Stock from The NASDAQ Global Market, and trading was suspended effective as of the closing of trading on November 13, 2009.

Item 3.03 Material Modification to Rights of Security Holders

The information included in Item 5.01 is hereby incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

On November 13, 2009 (the “Effective Time”), the Company was acquired by Tower pursuant to the terms and conditions of the Amended and Restated Agreement and Plan of Merger, executed on July 22, 2009 and effective as of June 21, 2009, by and among the Company, Tower and Tower S.F. Merger Corporation (“Merger Sub”), a wholly owned subsidiary of Tower (the “Merger Agreement”). As a result of that transaction, Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger, as a wholly owned subsidiary of Tower.

Under the terms of the Merger Agreement, at the Effective Time, each share of Common Stock and each share of the Company’s Class B common stock, excluding any shares held in treasury by the Company, owned by Tower or any wholly-owned subsidiary of Tower, and owned by any direct or indirect subsidiary of the Company (other than any Common Stock or Company Class B common stock held in an investment portfolio), was be converted into the right to receive 0.28 shares of Tower common stock.

This description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

Upon the Effective Time of the Merger, each director of the Company immediately prior to the Effective Time resigned and the directors of Merger Sub immediately prior to the Effective Time

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became the directors of the Company until their respective successors are duly elected or appointed and qualified, or until earlier of their death, resignation or removal.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the completion of the Merger and pursuant to the terms of the Merger Agreement, the Company’s certificate of incorporation was amended and restated in its entirety, effective as of November 13, 2009, to reduce the number of shares of Common Stock authorized for issuance and to remove from authorization Class B common stock and preferred stock.

This description of the amended and restated certificate of incorporation does not purport to be complete and is qualified in its entirety by reference to the amended and restated certificate of incorporation, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired.
	None.
(b)	Pro Forma Financial Information.
	None.
(c)	Exhibits.

Exhibit No.		Description
	*2.1	Amended and Restated Agreement and Plan of Merger, executed on July 22, 2009 and effective as of June 21, 2009, among Specialty Underwriters’ Alliance, Inc., Tower Group, Inc. and Tower S.F. Merger Corporation, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 24, 2009
	3.1	Amended and Restated Certificate of Incorporation

* Previously filed.

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SIGNATURES

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

Dated: November 13, 2009

SPECIALTY UNDERWRITERS’ ALLIANCE, INC.
By:	/s/ Courtney Smith
	Name:	Courtney Smith
	Title:	President and Chief Executive Officer

INDEX TO EXHIBITS

Current Report on Form 8-K
dated November 13, 2009

Specialty Underwriters’ Alliance, Inc.

*2.1	Amended and Restated Agreement and Plan of Merger, executed on July 22, 2009 and effective as of June 21, 2009, among Specialty Underwriters’ Alliance, Inc., Tower Group, Inc. and Tower S.F. Merger Corporation, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 24, 2009
3.1	Amended and Restated Certificate of Incorporation

* Previously filed.

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

SPECIALTY UNDERWRITERS’ ALLIANCE, INC.

(Under Section 245 of the General Corporation Law of the State of Delaware)

The undersigned, being the Senior Vice President and General Counsel of Specialty Underwriters’ Alliance, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1. The name of the Corporation is Specialty Underwriters’ Alliance, Inc. The Corporation was originally incorporated under the name “UAI Holdings, Inc.” and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 3, 2003. An Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 14, 2004 and an Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 19, 2005.

2. This Amended and Restated Certificate of Incorporation was duly adopted by the stockholders in accordance with the applicable provisions of the General Corporation Law of the State of Delaware.

3. This Amended and Restated Certificate of Incorporation restates and integrates and further amends the provision of the Corporation’s Certificate of Incorporation as heretofore restated and amended.

4. The text of the Amended and Restate Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

          FIRST: The name of the Corporation is Specialty Underwriters’ Alliance, Inc.

          SECOND: The Corporation’s registered office in the State of Delaware is at Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle 19801. The name of its registered agent at such address is The Corporation Trust Company.

          THIRD: The nature of the business of the Corporation and its purpose is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

          FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, par value $0.01 per share.

          FIFTH: The name and mailing address of the incorporator is as follows:

Purvi Shah
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022

          SIXTH: The following provisions are inserted for the management of the business, for the conduct of the affairs of the Corporation and for the purpose of creating, defining, limiting and regulating the powers of the Corporation and its directors and stockholders:

     (a) The number of directors of the Corporation shall be fixed and may be altered from time to time in the manner provided in the By Laws of the Corporation, and vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled, and directors may be removed, as provided in the By Laws of the Corporation.

     (b) The election of directors may be conducted in any manner approved by the stockholders at the time when the election is held and need not be by written ballot.

     (c) All corporate powers and authority of the Corporation (except as at the time otherwise provided by law, by this Certificate of Incorporation or by the By Laws of the Corporation) shall be vested in and exercised by the Board of Directors.

     (d) The Board of Directors shall have the power without the assent or vote of the stockholders to adopt, amend, alter or repeal the By Laws of the Corporation, except to the extent that the By Laws of the Corporation or this Certificate of Incorporation otherwise provide.

     (e) The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. Neither the amendment or repeal of this section nor the adoption of any provision of this Certificate of Incorporation inconsistent with this section shall adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal or adoption.

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     (f) The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, or by any successor thereto, indemnify any and all present and former directors and officers of the Corporation or any fiduciaries under any benefit plan or the Corporation whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. The Corporation shall advance expense to the fullest extent permitted by said section. Such right to indemnification and advancement of expenses shall continue as to a person who has ceased to be a director or officer of the Corporation or fiduciary under any benefit plan of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may have.

          SEVENTH: The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights herein conferred upon stockholders or directors are granted subject to this reservation.

          IN WITNESS WHEREOF, the Corporation has cause this Amended and Restated Certificate of Incorporation to be signed by Scott W. Goodreau, its Senior Vice President and General Counsel, this 13th day of November, 2009.

/s/ Scott W. Goodreau
Name:	Scott W. Goodreau
Title:	Senior Vice President and General Counsel

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