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
July 12, 2007
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Date of report (Date of earliest event reported)
Universal Insurance Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-20848 65-0231984
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(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation or organization) Identification No.)
1110 W. Commercial Blvd. Suite 100, Fort Lauderdale, Florida 33309
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (954) 958-1200
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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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The Company's Board of Directors approved the following actions at a
meeting of the Board of Directors held on July 12, 2007:
The Company entered into Addendum No. 8 to the Employment Agreement by and
between Bradley I. Meier and the Company ("Meier Addendum"). Pursuant to the
Meier Addendum, the Company extended the term of Mr. Meier's employment
agreement to December 31, 2009 and amended the provisions relating to payments
that Mr. Meier receives in the event of a change in control of the Company. In
connection with the addendum, options to purchase 700,000 shares of the
Company's common stock, par value $0.01 per share (the "Common Stock") were
granted to Mr. Meier pursuant to a Non-Qualified Stock Option Agreement ("Meier
Option Agreement"). The Meier Addendum and the Meier Option Agreement are filed
as exhibits hereto. The options granted to Mr. Meier shall only be exercisable
on such date or dates as the Fair Market Value (as defined in the Meier Option
Agreement) of the Common Stock is and has been at least one hundred fifty
percent (150%) of the exercise price for the previous twenty (20) consecutive
trading days.
The Company also entered into Addendum No. 2 to the Employment Agreement by
and between Sean P. Downes and the Company ("Downes Addendum"). Pursuant to the
Downes Addendum, the Company extended the term of Mr. Downes's employment
agreement to December 31, 2009 and amended the provisions relating to payments
that Mr. Downes receives in the event of a change in control of the Company. In
connection with the addendum, options to purchase 700,000 shares of Common Stock
were granted to Mr. Downes pursuant to a Non-Qualified Stock Option Agreement
("Downes Option Agreement"). The Downes Addendum and the Downes Option Agreement
are filed as exhibits hereto. The options granted to Mr. Downes shall only be
exercisable on such date or dates as the Fair Market Value (as defined in the
Downes Option Agreement) of the Common Stock is and has been at least one
hundred fifty percent (150%) of the exercise price for the previous twenty (20)
consecutive trading days.
The Company also entered into Addendum No. 1 to the Employment Agreement by
and between James M. Lynch and the Company ("Lynch Addendum") to provide that
the Company may from time to time grant Mr. Lynch options or warrants to
purchase the Company's Common Stock. In connection with the addendum, options to
purchase 35,000 shares of Common Stock were granted to Mr. Lynch pursuant to a
Non-Qualified Stock Option Agreement ("Lynch Option Agreement"). The Lynch
Addendum and the Lynch Option Agreement are filed as exhibits hereto.
The Company also entered into Director Services Agreements with each of the
non-employee directors of the Company ("Director Services Agreements"). In
connection with the Director Services Agreements, options to purchase 35,000
shares of Common Stock were granted to each of the Company's non-employee
directors pursuant to a Non-Qualified Stock Option Agreement for Non-Employee
Directors ("Director Option Agreements"). The Director Services Agreements and
the Director Option Agreements are filed as exhibits hereto.
All of the options granted as described above vest on July 12, 2008, have
an exercise price of $6.50 per share, and expire on July 12, 2012.
ITEM 5.02 COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(e) The information provided in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 5.02(e).
ITEM 9.01 EXHIBITS
(d) Exhibits
10.1 Addendum No. 8 to the Employment Agreement by and between the
Company and Bradley I. Meier, dated July 12, 2007.
10.2 Non-Qualified Stock Option Agreement by and between the Company and
Bradley I. Meier, dated July 12, 2007.
10.3 Addendum No. 2 to the Employment Agreement by and between the
Company and Sean P. Downes, dated July 12, 2007.
10.4 Non-Qualified Stock Option Agreement by and between the Company and
Sean P. Downes, dated July 12, 2007.
10.5 Addendum No. 1 to the Employment Agreement by and between the
Company and James M. Lynch, dated July 12, 2007.
10.6 Non-Qualified Stock Option Agreement by and between the Company and
James M. Lynch, dated July 12, 2007.
10.7 Director Services Agreement by and between the Company and Norman M.
Meier, dated July 12, 2007.
10.8 Non-Qualified Stock Option Agreement for Non-Employee Directors by
and between the Company and Norman M. Meier, dated July 12, 2007.
10.9 Director Services Agreement by and between the Company and Ozzie A.
Schindler, dated July 12, 2007.
10.10 Non-Qualified Stock Option Agreement for Non-Employee Directors by
and between the Company and Ozzie A. Schindler, dated July 12, 2007.
10.11 Director Services Agreement by and between the Company and Joel M.
Wilentz, dated July 12, 2007.
10.12 Non-Qualified Stock Option Agreement for Non-Employee Directors by
and between the Company and Joel M. Wilentz, dated July 12, 2007.
10.13 Director Services Agreement by and between the Company and Reed J.
Slogoff, dated July 12, 2007.
10.14 Non-Qualified Stock Option Agreement for Non-Employee Directors by
and between the Company and Reed J. Slogoff, dated July 12, 2007.
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: August 10, 2007 Universal Insurance Holdings, Inc.
By:/s/ Bradley I. Meier
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Bradley I. Meier
President and Chief Executive Officer