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): August 10, 2020
Unico American Corporation
(Exact Name of Registrant as Specified in its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
| 000-03978 | 95-2583928 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 26050 Mureau Road | |
| Calabasas, California | 91302 |
| (Address of Principal Executive Offices) | (Zip Code) |
(818) 591-9800
(Registrant's Telephone Number, Including Area Code)
(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):
|_| Written communications 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, No Par Value | UNAM | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company |_|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |_|
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Item 8.01. Other Events.
On August 10, 2020, Unico American Corporation (the “Company”) issued a press release announcing the resignation and retirement of the Company’s President and Chief Executive Officer and Chairman of the board of directors. A copy of such press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
| 99.1 | Press release, dated August 10, 2020. |
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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 hereunto duly authorized.
UNICO AMERICAN CORPORATION
(Registrant)
Date: August 10, 2020 By: /s/ Michael Budnitsky
Name: Michael Budnitsky
Title: Treasurer, Chief Financial Officer and Secretary
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EXHIBIT 99.1
NEWS RELEASE
CONTACT: Ron Closser
Interim Chief Executive Officer, President and acting Chair of the Board
818-591-9800 ext. 550
rclosser@unicoamerican.com
UNICO AMERICAN CORPORATION ANNOUNCES
RETIREMENT AND RESIGNATION OF CARY L. CHELDIN AS PRESIDENT, CEO AND CHAIRMAN OF THE BOARD AND THE APPOINTMENT OF RONALD CLOSSER AS INTERIM PRESIDENT, CEO AND BOARD CHAIR
CALABASAS, CA, AUGUST 10, 2020 – Unico American Corporation (NASDAQ – “UNAM”) (“Unico” or the “Company”) announced today that Cary Cheldin has retired as President and Chief Executive Officer and in conjunction with his retirement, has resigned as a member of the Board of Directors of the Company, effective immediately. Mr. Cheldin has served in these roles since April 1, 2009. Previously, Mr. Cheldin served in several executive and management roles within the Company over four decades.
The Board of Directors expresses appreciation for Mr. Cheldin’s significant achievements during his tenure with the Company. The Board will begin a search for a new President, CEO and Board Chair immediately.
The Board has appointed Ron Closser as Interim President and Chief Executive Officer, and as acting Chair of the Board. Mr. Closser was appointed to the Board in February, 2020, re-elected at the May, 2020 Shareholders’ meeting and has served as chair of the Corporate Nominating and Governance Committee, and as chair of the Corporate Compensation Committee after previously serving on the Corporate Audit Committee. He has over 40 years of insurance experience in underwriting, management, and executive roles, at Fireman’s Fund, ING’s U.S. P&C Operations, CNA, Balboa Insurance, and retired from Zenith Insurance Company in 2018.
“Unico has an extensive history within the state of California of providing commercial policyholders, agents and brokers with solid products and exceptional claim services,“ said Mr. Closser. “While our commitments to customers, producers and employee colleagues remain strong, the organization will be vigorously focused on results: creating vital, viable strategies and tactical executions to improve shareholder value and stronger operational financial stability.”
About Unico
Headquartered in Calabasas, California, Unico is an insurance holding company that underwrites property and casualty insurance through its insurance company subsidiary; provides property and casualty and health insurance through its agency subsidiaries; and through its other subsidiaries provides insurance premium financing and membership association services. Unico has conducted the majority of its operations through its subsidiary, Crusader Insurance Company, since 1985. For more information concerning Crusader Insurance Company, please visit the Crusader’s website at www.crusaderinsurance.com.
Forward-Looking Statements
Certain statements in this press release are forward looking statements as defined under the Private Securities Litigation Reform Act of 1995 and the Company intends that such forward-looking statements are subject to safe harbors created thereby. These statements, which may be identified by words or phrases such as “anticipate,” “appear,” “believe,” “estimate,” ‘expect,” ‘intend,” “plan,” “predict,” “will,” “may,” “likely,” “future,” “should,” “could,” and “would” and similar words, are intended to identify forward-looking statements. In addition, any statements that refer to projections of the Company’s future financial performance, trends in its business, or other characterizations of future events or circumstances are forward-looking statements.