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
June 21, 2012
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):
| ¨ | Written communication 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.
On June 21, 2012, Universal Insurance Holdings, Inc. (“Company”) announced that its President and Chief Executive Officer, Bradley I. Meier, informed the Company that he intends to offer for resale in an underwritten public offering up to 2,000,000 shares of the Company’s common stock previously registered for resale with the U.S. Securities and Exchange Commission (SEC) on a Form S-8 registration statement. 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 June 21, 2012. |
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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: June 21, 2012 | UNIVERSAL INSURANCE HOLDINGS, INC. | |||||
| /s/ George R. De Heer | ||||||
| George R. De Heer | ||||||
| Chief Financial Officer | ||||||
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Exhibit 99.1
Universal Insurance Holdings, Inc. Announces Proposed Resale of Common Stock Pursuant to Previously Filed Registration Statement
FORT LAUDERDALE, FL — (MARKET WIRE) – June 21, 2012 – Universal Insurance Holdings, Inc. (“Company”) (NYSE MKT: UVE) today announced that its President and Chief Executive Officer, Bradley I. Meier, informed the Company that he intends to offer for resale in an underwritten public offering up to 2,000,000 shares of the Company’s common stock previously registered for resale with the U.S. Securities and Exchange Commission (SEC) on a Form S-8 registration statement. Mr. Meier acquired the shares in connection with his employment with the Company. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed.
Mr. Meier informed the Company that, through the offering, he seeks to diversify his financial holdings and assist in tax planning. Based on Mr. Meier’s current beneficial ownership, if all of the 2,000,000 shares are sold, Mr. Meier will beneficially own
10,838,971 shares of common stock, or approximately 27 percent of the Company’s outstanding common stock. The Company will not receive any proceeds from the sale of the shares.
Mr. Meier has agreed to a 90-day lock up with respect to the Company’s securities beneficially owned by him and not part of this offering, subject to certain exceptions.
JonesTrading Institutional Services LLC’s Capital Markets Group is acting as the sole underwriter for the offering.
The Company’s Form S-8 registration statement (including a reoffer prospectus) relating to the offering was deemed effective upon filing with the SEC. Before investing, any interested investor should read the reoffer prospectus included in the Company’s Form S-8 registration statement and other documents filed with the SEC for information about the Company and this offering. A copy of the Company’s Form S-8 registration statement (including a reoffer prospectus) may be obtained from the SEC’s website at http://www.sec.gov. A copy of the reoffer prospectus included in the Company’s Form S-8 registration statement may be obtained from JonesTrading Institutional Services LLC, 780 3rd Avenue, 3rd Floor, New York, New York 10017, Phone (877) 566-3730 and Fax (212) 907-5365.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.
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 three leading writers of homeowners insurance in Florida and is now fully licensed and has commenced its operations in North Carolina, South Carolina, Hawaii and Georgia. American Platinum Property and Casualty Insurance Company (APPCIC), also a wholly owned subsidiary, currently writes homeowners multi-peril and inland marine insurance on Florida homes valued in excess of $1 million, which are limits and coverages currently not targeted through its affiliate UPCIC. 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 Mr. Meier’s financing plans, including the statements about the proposed resale of the Company’s common stock. 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, 2011 and the Form 10-Q for the quarter ended March 31, 2012.
Investor Contact:
Philip Kranz, Dresner Corporate Services, 312-780-7240, pkranz@dresnerco.com.
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