0000950123-11-048892.txt : 20110511 0000950123-11-048892.hdr.sgml : 20110511 20110511161730 ACCESSION NUMBER: 0000950123-11-048892 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110511 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110511 DATE AS OF CHANGE: 20110511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL INSURANCE HOLDINGS, INC. CENTRAL INDEX KEY: 0000891166 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 650231984 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33251 FILM NUMBER: 11832144 BUSINESS ADDRESS: STREET 1: 1110 W. COMMERCIAL BLVD. STREET 2: SUITE 100 CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 9549581200 MAIL ADDRESS: STREET 1: 1110 W. COMMERCIAL BLVD. STREET 2: SUITE 100 CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL INSURANCE HOLDINGS INC DATE OF NAME CHANGE: 20010330 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL HEIGHTS INC DATE OF NAME CHANGE: 19950817 8-K 1 g27188e8vk.htm FORM 8-K e8vk
 
 
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
May 11, 2011
 
Date of report (Date of earliest event reported)
Universal Insurance Holdings, Inc.
 
(Exact name of registrant as specified in its charter)
         
Delaware   001-33251   65-0231984
         
(State or other jurisdiction
of incorporation or organization)
  (Commission file number)   (IRS Employer
Identification No.)
1110 W. Commercial Blvd., Fort Lauderdale, Florida 33309
 
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code:   (954) 958-1200
 
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 communication 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 8.01 Other Events.
On May 11, 2011, Universal Insurance Holdings, Inc. (“Company”) issued a press release announcing that it filed a Form S-8 registration statement with the Securities and Exchange Commission under which (i) its President and Chief Executive Officer, Bradley I. Meier, may from time to time sell up to 6,050,000 shares of common stock and (ii) the Company registered 2,400,000 shares of common stock issuable pursuant to the Company’s Amended and Restated 2009 Omnibus Incentive Plan. The announcement, a copy of which is attached hereto as Exhibit 99.1 to this report, is incorporated herein by reference.
The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits:
99.1   Press Release, dated May 11, 2011.

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
Date: May 11, 2011  UNIVERSAL INSURANCE HOLDINGS, INC.
 
 
  /s/ George R. De Heer    
  George R. De Heer   
  Chief Financial Officer   
 

 

EX-99.1 2 g27188exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
Universal Insurance Holdings, Inc. Files Registration Statement for
Resale of Shares of Its Common Stock by Its President and CEO
FORT LAUDERDALE, FL — (MARKET WIRE) — May 11, 2011 — Universal Insurance Holdings, Inc. (“Company”) (NYSE Amex: UVE) announced today that it filed a Form S-8 registration statement with the Securities and Exchange Commission under which its President and Chief Executive Officer, Bradley I. Meier, may from time to time sell up to 6,050,000 shares of common stock, and the Company may sell up to 2,400,000 shares of common stock issuable pursuant to the Company’s Amended and Restated 2009 Omnibus Incentive Plan. Immediately prior to filing the Form S-8 registration statement, the Company withdrew its Form S-8 registration statement filed on November 22, 2010 under which no shares of common stock were sold.
Mr. Meier advised the Company that his goal through potential stock sales is to gain financial diversification and to assist in tax planning. At May 6, 2011, Mr. Meier beneficially owned 16,355,258 shares of the Company’s common stock, including options to purchase 1,950,000 shares of the Company’s common stock at a weighted average exercise price of $4.35. Based on Mr. Meier’s current beneficial ownership, if all of the 6,050,000 shares included in the registration statement are sold, Mr. Meier will beneficially own 10,305,258 shares, or approximately 26.2 percent, of the Company’s outstanding shares of 39,387,998 at May 6, 2011.
Mr. Meier expects sales of these shares to be executed in an orderly manner on the NYSE Amex, in privately negotiated transactions, or a combination of these or other permitted methods. The Company will not receive any proceeds from the sale of these shares.
About Universal Insurance Holdings, Inc.
Universal Insurance Holdings, Inc. is a vertically integrated insurance holding company, which through its subsidiaries, covers substantially all aspects of insurance underwriting, distribution, claims processing and exposure management. Universal Property & Casualty Insurance Company (UPCIC), a wholly owned subsidiary of the Company, is one of the five leading writers of homeowners’ insurance in Florida and is now fully licensed and has commenced its operations in Hawaii, North Carolina and South Carolina. For additional information on the Company, please visit our investor relations website at www.universalinsuranceholdings.com.
Forward-Looking Statements and Risk Factors
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. Such statements may include commentary on plans, products and lines of business, marketing arrangements, reinsurance programs and other business developments and assumptions relating to the foregoing. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future results could differ materially from those described and the Company undertakes no obligation to correct or update any forward-looking statements. For further information regarding risk factors that could affect the Company’s operations and future results, refer to the Company’s reports filed with the Securities and Exchange Commission, including the Form 10-K for the year ended December 31, 2010 and the Form 10-Q for the quarter ended March 31, 2011.
Investor Contact:
Philip Kranz, Dresner Corporate Services, 312-780-7240, pkranz@dresnerco.com.