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): October 4, 2006

HALLMARK FINANCIAL SERVICES, INC. (Exact Name of Registrant as Specified in Its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

001-11252	87-0447375
(Commission File Number)	(IRS Employer Identification No.)
777 Main Street, Suite 1000, Fort Worth, Texas	76102
(Address of Principal Executive Offices)	(Zip Code)

817-348-1600

(Registrant's Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

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.

On October 4, 2006, Hallmark Financial Services, Inc. (the "Company") notified both the American Stock Exchange and the NASDAQ Stock Market LLC of its desire to cease trading of its common stock, $0.18 par value per share (the "Common Stock"), on the American Stock Exchange and commence trading in such Common Stock on the NASDAQ Global Market effective as of the open of the markets on Friday, October 6, 2006. The NASDAQ Stock Market LLC had previously approved listing of the Company's Common Stock on the NASDAQ Global Market, subject to completion of the Company's pending public offering. The respective exchanges have confirmed to the Company that trading in the Company's Common Stock will cease on the American Stock Exchange and commence on the NASDAQ Global Market effective as of the open of the markets on Friday, October 6, 2006.

On October 5, 2006, the Company filed with the Securities and Exchange Commission ("SEC") a Form 25 indicating that the Company was voluntarily withdrawing its Common Stock from listing and registration on the American Stock Exchange. Also on October 5, 2006, the Company filed with the SEC a Form 8-A/A designating the NASDAQ Stock Market LLC as the exchange on which its Common Stock is to be registered.

Item 7.01 Regulation FD Disclosure.

On October 4, 2006, the Company issued a press release announcing the pricing of a previously announced underwritten public offering of its Common Stock and the transfer of its listing from the American Stock Exchange to the NASDAQ Global Market. A copy of such press release is attached as Exhibit 99.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

      99.1   Press release dated October 4, 2006 regarding pricing of public offering and transfer of listing.

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 duly authorized.

		HALLMARK FINANCIAL SERVICES, INC.
Date: October 5, 2006	By:	/s/ Mark J. Morrison
		Mark J. Morrison, President & Chief Executive Officer

EX-99.1 2 exh99-1.htm PRESS RELEASE OCTOBER 4, 2006 REGARDING PRICING

EXHIBIT 99.1

HALLMARK ANNOUNCES PRICING

FORT WORTH, Texas, October 4, 2006 -- Hallmark Financial Services, Inc. (Amex: HAF) today announced that its registration statement on Form S-1 has been declared effective by the Securities and Exchange Commission, the offering of shares of its common stock has been priced at $9.00 per share and an underwriting agreement has been executed with the underwriters of the public offering. Pursuant to the underwriting agreement, the Company will sell 3,000,000 shares of its common stock and has granted the underwriters a 30-day option to purchase an additional 450,000 shares to cover over-allotments, if any. Hallmark intends to use the net proceeds from the public offering to repay certain indebtedness and for general working capital purposes.

Hallmark also announced that its common stock has been approved for listing on the NASDAQ Global Market under the symbol "HALL." As a result, trading in Hallmark common stock will cease on the American Stock Exchange and commence on the NASDAQ Global Market effective as of the open of the markets on Friday, October 6, 2006.

Piper Jaffray & Co. is acting as sole bookrunning manager for the offering and William Blair & Company, L.L.C., Keefe, Bruyette & Woods, Inc. and Raymond James & Associates, Inc. are acting as co-managers. This offering of shares of common stock will be made only by means of a prospectus. A written prospectus meeting the requirements of Section 10 of the Securities Act of 1933 may be obtained from Piper Jaffray & Co. at 800 Nicollet Mall, Minneapolis, MN 55402-7020; Phone: (800) 333-6000. This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, and none of these securities may be sold in any state in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

Hallmark Financial Services, Inc. is an insurance holding company which, through its subsidiaries, engages in the sale of property and casualty insurance products to businesses and individuals. The Company's business involves marketing, distributing, underwriting and servicing commercial insurance in Texas, New Mexico, Idaho, Oregon, Montana, Louisiana, Oklahoma and Washington; marketing, distributing, underwriting and servicing non-standard personal automobile insurance in Texas, New Mexico, Arizona, Oklahoma and Idaho; marketing, distributing, underwriting and servicing general aviation insurance in 48 states; and providing other insurance related services. The Company is headquartered in Fort Worth, Texas and its common stock is presently listed on the American Stock Exchange under the symbol "HAF".

Forward-looking statements in this Release are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that actual results may differ substantially from such forward-looking statements. Forward-looking statements involve risks and uncertainties including, but not limited to, continued acceptance of the Company's products and services in the marketplace, competitive factors, interest rate trends, the availability of financing, underwriting loss experience and other risks detailed from time to time in the Company's periodic report filings with the Securities and Exchange Commission.

For further information, please contact:
Mark J. Morrison, President and Chief Executive Officer, at (817) 348-1600
www.hallmarkgrp.com

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

EXHIBIT 99.1

HALLMARK ANNOUNCES PRICING

FORT WORTH, Texas, October 4, 2006 -- Hallmark Financial Services, Inc. (Amex: HAF) today announced that its registration statement on Form S-1 has been declared effective by the Securities and Exchange Commission, the offering of shares of its common stock has been priced at $9.00 per share and an underwriting agreement has been executed with the underwriters of the public offering. Pursuant to the underwriting agreement, the Company will sell 3,000,000 shares of its common stock and has granted the underwriters a 30-day option to purchase an additional 450,000 shares to cover over-allotments, if any. Hallmark intends to use the net proceeds from the public offering to repay certain indebtedness and for general working capital purposes.

Hallmark also announced that its common stock has been approved for listing on the NASDAQ Global Market under the symbol "HALL." As a result, trading in Hallmark common stock will cease on the American Stock Exchange and commence on the NASDAQ Global Market effective as of the open of the markets on Friday, October 6, 2006.

Piper Jaffray & Co. is acting as sole bookrunning manager for the offering and William Blair & Company, L.L.C., Keefe, Bruyette & Woods, Inc. and Raymond James & Associates, Inc. are acting as co-managers. This offering of shares of common stock will be made only by means of a prospectus. A written prospectus meeting the requirements of Section 10 of the Securities Act of 1933 may be obtained from Piper Jaffray & Co. at 800 Nicollet Mall, Minneapolis, MN 55402-7020; Phone: (800) 333-6000. This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, and none of these securities may be sold in any state in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

Hallmark Financial Services, Inc. is an insurance holding company which, through its subsidiaries, engages in the sale of property and casualty insurance products to businesses and individuals. The Company's business involves marketing, distributing, underwriting and servicing commercial insurance in Texas, New Mexico, Idaho, Oregon, Montana, Louisiana, Oklahoma and Washington; marketing, distributing, underwriting and servicing non-standard personal automobile insurance in Texas, New Mexico, Arizona, Oklahoma and Idaho; marketing, distributing, underwriting and servicing general aviation insurance in 48 states; and providing other insurance related services. The Company is headquartered in Fort Worth, Texas and its common stock is presently listed on the American Stock Exchange under the symbol "HAF".

Forward-looking statements in this Release are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that actual results may differ substantially from such forward-looking statements. Forward-looking statements involve risks and uncertainties including, but not limited to, continued acceptance of the Company's products and services in the marketplace, competitive factors, interest rate trends, the availability of financing, underwriting loss experience and other risks detailed from time to time in the Company's periodic report filings with the Securities and Exchange Commission.

For further information, please contact:
Mark J. Morrison, President and Chief Executive Officer, at (817) 348-1600
www.hallmarkgrp.com