-----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, FQHyqwzr/iyotPhe6o+iYJux8ntFmBulIAQ+1PB1SOHsDaFAzXsp+KEVgwsN4ejp vPLOtMM+KJ+Scj56yc6mXg== 0001341004-08-002815.txt : 20081106 0001341004-08-002815.hdr.sgml : 20081106 20081106121442 ACCESSION NUMBER: 0001341004-08-002815 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081031 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year FILED AS OF DATE: 20081106 DATE AS OF CHANGE: 20081106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMCOMP INC /FL CENTRAL INDEX KEY: 0001009667 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 650636842 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51767 FILM NUMBER: 081166043 BUSINESS ADDRESS: STREET 1: 701 U S HIGHWAY ONE STREET 2: SUITE 200 CITY: NORTH PALM BEACH STATE: FL ZIP: 33408 BUSINESS PHONE: 5618407171 MAIL ADDRESS: STREET 1: 701 US HIGHWAY ONE STREET 2: SUITE 200 CITY: NORTH PALM BEACH STATE: FL ZIP: 33408 8-K 1 form8k.htm FORM 8-K form8k.htm
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): October 31, 2008

AmCOMP Incorporated
(Exact name of registrant as specified in its charter)
     
Delaware
000-51767
65-0636842
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
701 U.S. Highway One, North Palm Beach, Florida
33408
(Address of Principal Executive Offices)
(Zip Code)
   
Registrant's telephone number, including area code: (561) 840-7171
   
N/A
(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):
 
o           Written communications 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 2.01.
Completion of Acquisition or Disposition of Assets.
 
On October 31, 2008, pursuant to the Agreement and Plan of Merger, dated as of January 10, 2008, as amended on April 28, 2008, as further amended on August 29, 2008 (the "Merger Agreement"), by and among Employers Holdings, Inc., a Nevada corporation ("Employers"), Sapphire Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Employers ("Merger Sub"), and AmCOMP Incorporated, a Delaware corporation ("AmCOMP"), Employers completed its acquisition of AmCOMP.  Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into AmCOMP (the "Merger"), with AmCOMP continuing as the surviving corporation and becoming a wholly owned subsidiary of Employers.
 
Pursuant to the Merger Agreement, each share of common stock of AmCOMP, par value $0.01 per share ("Common Stock"), issued and outstanding immediately prior to the effective time of the Merger (other than any shares (i) owned by Employers, Merger Sub or any direct or indirect wholly owned subsidiary of Employers, (ii) owned by AmCOMP as treasury stock or (iii) with respect to which appraisal rights are perfected in accordance with Section 262 of the Delaware General Corporation Law) was converted into the right to receive $12.15 in cash, without interest.  The total transaction value was approximately $223.5 million, including the value of stock options cashed-out as a result of the Merger and assumed debt.
 
Item 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
The information set forth under Item 2.01 is incorporated herein by reference.
 
In connection with the closing of the Merger, AmCOMP notified the NASDAQ Stock Market ("NASDAQ") on October 31, 2008 that each outstanding share of Common Stock (except as described in Item 2.01 hereof) was converted pursuant to the Merger into the right to receive $12.15 in cash, without interest, as set forth in Item 2.01 hereof, and requested that NASDAQ file a Form 25 with the Securities and Exchange Commission to remove the shares of Common Stock from listing and registration thereon.  In addition, AmCOMP will file with the Securities and Exchange Commission a Form 15 to deregister the shares of Common Stock under Sections 12(b) and 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and to suspend the reporting obligations of AmCOMP under Sections 13 and 15(d) of the Exchange Act.
 
Item 3.03
Material Modification to Rights of Security Holders.
 
The information set forth under Item 2.01 is incorporated herein by reference.
 
Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each outstanding share of Common Stock (except as described in Item 2.01 hereof) was converted pursuant to the Merger into the right to receive $12.15 in cash, without interest.
 
Item 5.01.
Changes in Control of Registrant.
 
The information set forth under Item 2.01 is incorporated herein by reference.
 
 
 
As a result of the Merger, AmCOMP became a wholly owned subsidiary of Employers.
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
The information set forth under Item 2.01 is incorporated herein by reference.
 
Effective upon completion of the Merger, all of the directors of AmCOMP voluntarily resigned from the board of directors.  At the effective time of the Merger, the board of directors of AmCOMP included the following individuals:  Fred R. Lowe, Debra Cerre-Ruedisili, Sam A. Stephens, Paul B. Queally, Donald C. Stewart and Spencer L. Cullen, Jr.  Pursuant to the terms of the Merger Agreement, the directors of Merger Sub became the directors of AmCOMP immediately after the effective time of the Merger.
 
In connection with the closing of the Merger, on October 31, 2008, Fred R. Lowe, AmCOMP's President and Chief Executive Officer, departed AmCOMP.
 
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
The information set forth under Item 2.01 is incorporated herein by reference.
 
AmCOMP's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws were amended and restated, effective October 31, 2008, through operation of the Merger.
 
 

 
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.
 
   
AmCOMP INCORPORATED
       
       
Dated: November 6, 2008
  
By:
/s/ Lenard T. Ormsby
     
Name:  Lenard T. Ormsby
     
Title:     Secretary


 
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