-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ltoo0tE2YfLIhAwTReTmPi48T/zP/OMUzGup2iedr46q/XmBGy5YZqJZzj5Yp29N 91wSeLoD2MKijOuzpxGVMw== 0000898432-05-000712.txt : 20050822 0000898432-05-000712.hdr.sgml : 20050822 20050822164707 ACCESSION NUMBER: 0000898432-05-000712 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050731 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050822 DATE AS OF CHANGE: 20050822 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: 000-20848 FILM NUMBER: 051041515 BUSINESS ADDRESS: STREET 1: 2875 NE 191 STREET STREET 2: SUITE 400A CITY: MIAMI STATE: FL ZIP: 33180 BUSINESS PHONE: 3057924200 MAIL ADDRESS: STREET 1: 2875 NE 191 STREET CITY: MIAMI STATE: FL ZIP: 33180 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL HEIGHTS INC DATE OF NAME CHANGE: 19950817 8-K 1 uih_8k.txt 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 31, 2005 ------------- Date of report (Date of earliest event reported) UNIVERSAL INSURANCE HOLDINGS, INC. ---------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-20848 65-0231984 - ------------------------ ----------------------- ------------------ (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 ------------------------------------------------------------------ (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 5.02 DEPARTURE OF DIRECTORS OR EXECUTIVE OFFICERS; ELECTION OF DIRECTORS; -------------------------------------------------------------------- APPOINTMENT OF PRINCIPAL OFFICERS --------------------------------- On July 31, 2005, the Board of Directors of the Universal Insurance Holdings, Inc. (the "Company") appointed Sean Downes to the position of Chief Operating Officer and Senior Vice President of the Company. Mr. Downes, 33, has served as Chief Operating Officer and a Director of Universal Property & Casualty Insurance Company, a significant operating subsidiary of the Company, since July 2003. Mr. Downes was Chief Operating Officer of Universal Adjusting Corporation from July 1999 to July 2003. Before joining the Company in July 1999, Mr. Downes was Vice President of Dennis Downes and Associates, a multi-line insurance adjustment corporation. The employment agreement for Mr. Downes, effective on January 1, 2005, provides that he will serve as Chief Operating Officer and Senior Vice President of the Company until December 31, 2008 unless the term is extended by the Company. The agreement provides for an annual base salary, which shall be increased by twenty (20) percent each year beginning with the first anniversary of the effective date. In addition, Mr. Downes shall receive an annual bonus of three (3) percent of the pre-tax profits of the Company, and from time to time the Company may grant Mr. Downes options or warrants to purchase the Company's common stock. Mr. Downes is also eligible for other benefits customarily provided by the Company to its executive employees. The employment agreement for Mr. Downes also contains provisions regarding pay and benefits upon certain termination and Change in Control events (as such term is defined in the employment agreement) which are normally found in executive employment agreement, as well as noncompete and nondisclosure provisions. If Mr. Downes is terminated for "cause" (as such term is defined in the employment agreement), any accrued but not paid benefits shall no longer be an obligation of the Company. If a Change of Control occurs, Mr. Downes is entitled to salary and bonus for one year in a lump sum and all options or warrants granted to Mr. Downes shall immediately vest and become exercisable. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- Exhibits: 99.1 Press Release, dated August 19, 2005 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 22, 2005 UNIVERSAL INSURANCE HOLDINGS, --------------- INC. By: /s/ Bradley I. Meier -------------------------------- Bradley I. Meier President & CEO EX-99 3 ex-99_1.txt EX-99.1 FOR IMMEDIATE RELEASE Contact: Bradley I. Meier President & CEO (954) 958-1200 Universal Insurance Holdings, Inc. UNIVERSAL INSURANCE HOLDINGS, INC. Announces Sean Downes Formally Accepts Position as Chief Operating Officer and Senior Vice President Fort Lauderdale, Fla.-(Business Wire) August 19, 2005 -- Universal Insurance Holdings, Inc. (OTCBB:UVIH - News), a provider of property and casualty insurance, today announced that its Board of Directors appointed Sean Downes to the position of Chief Operating Officer and Senior Vice President of the Company, and the Company and Mr. Downes entered into a new employment agreement. Mr. Downes has served as Chief Operating Officer and a Director of Universal Property & Casualty Insurance Company, a significant operating subsidiary of the Company, since July 2003. Mr. Downes's employment agreement will expire on December 31, 2008 unless extended by the Company. Cautionary Language Concerning Forward-Looking Statements Information set forth in this press release contains certain forward-looking statements that are subject to risks and uncertainties, and actual results might differ materially. Such statements include, but are not limited to, statements about the Company's anticipated rate needs and the company's plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals of the Company's filings as proposed; the company's underwriting performance on catastrophe and non-catastrophe risks; adverse catastrophe events or changes in forecasts or projections relating to catastrophe losses or reinsurance costs; the ability to maintain relationships with customers, employees or suppliers; and competition and its effect on pricing, spending, third-party relationships and revenues. Additional factors that may affect future results are contained in the Company's filings with the Securities and Exchange Commission ("SEC"), which are available at the SEC's Web site. The Company disclaims any obligation to update and revise statements contained in this presentation based on new information or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----