-----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, JcEyAJRqRhKdX5smt6d2UqYY+Xr0sPbg9EYjRpNs4XO80R1PvEJjElofz6c3hODB yWyXTmZO4QaGzxqTR8ZHyA== 0000109747-04-000018.txt : 20040903 0000109747-04-000018.hdr.sgml : 20040903 20040903140316 ACCESSION NUMBER: 0000109747-04-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040901 ITEM INFORMATION: Other Events FILED AS OF DATE: 20040903 DATE AS OF CHANGE: 20040903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN SECURITY LIFE INSURANCE CO CENTRAL INDEX KEY: 0000109747 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 591231733 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-35669 FILM NUMBER: 041016333 BUSINESS ADDRESS: STREET 1: 755 RINEHART RD CITY: LAKE MARY STATE: FL ZIP: 32746-8402 BUSINESS PHONE: 8012641060 MAIL ADDRESS: STREET 1: 755 RINEHART RD CITY: LAKE MARY STATE: FL ZIP: 32746 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA LIFE INSURANCE CO OF FLORIDA DATE OF NAME CHANGE: 19790501 8-K 1 sslic-0901.txt 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 Date of Report (Date of Earliest Event Reported): September 1, 2004 SOUTHERN SECURITY LIFE INSURANCE COMPANY (Exact name of registrant as specified in this Charter) Utah 2-35669 59-1231733 - ---------------------------- ---------------------- ----------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 755 Rinehart Road, Lake Mary, Florida 32746 ------------------------------------- ------------- (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (801) 264-1060 -------------- Does Not Apply (Former name or former address, if changed since last report) ITEM 8.01. Other Events On September 1, 2004, Southern Security Life Insurance Company (the "Company") received a letter from NASDAQ Stock Market, Inc. notifying the Company that it no longer meets the minimum 500,000 publicly held shares requirement for continued listing on the NASDAQ SmallCap Market as set forth in Marketplace Rule 4310(c)(7). The notice was based on the Company's Proxy Statement, filed with the Securities and Exchange Commission (the "Commission") on August 27, 2004, for the period ended December 31, 2003, which disclosed that the Company's publicly held shares of common stock were 490,816 shares. The letter from the NASDAQ Stock Market, Inc. further stated that the staff is in the process of reviewing the Company's eligibility for continued listing on the NASDAQ SmallCap Market. To facilitate the staff's review, the Company is requested to provide the staff on or before September 16, 2004 with a specific plan to achieve and sustain compliance with all of the NASDAQ SmallCap listing requirements, including the time frame for completion of the plan. The Company is also requested to provide any relevant documentation, including but not limited to financial projections, agreements, offering circulars, letters of intent and contracts. The NASDAQ Stock Market, Inc. letter finally stated that at the conclusion of the review process, if the staff determines that the Company's plan does not adequately address the issues set forth in the letter, NASDAQ Stock Market, Inc. will provide written notification that the Company's securities will be delisted from the NASDAQ SmallCap Market. At that time, the Company may appeal the staff's decision to a NASDAQ Listing Qualifications Panel. On August 27, 2004, the Company filed with the Commission a Proxy Statement for the Company's Annual Meeting of Stockholders to be held on October 8, 2004. The matters to be addressed at the annual meeting include, but are not limited to, the adoption and approval of an Agreement and Plan of Reorganization with Security National Life Insurance Company and SSLIC Holding Company, which if consummated, would result in (i) the Company becoming a wholly owned subsidiary of Security National Life Insurance Company and (ii) the stockholders of the Company (except for Security National Life Insurance Company and SSLIC Holding Company) becoming entitled to receive cash for their common shares of the Company in the amount of $3.84 per share. Security National Life Insurance Company and SSLIC Holding Company currently own 76.7% of the Company's outstanding common shares. If the proposed merger is completed, the total amount of cash to be paid by Security National Life Insurance Company to the holders of the Company's common stock (except for Security National Life Insurance Company and SSLIC Holding Company), holding an aggregate of 490,816 shares, or 23.3% of the Company's outstanding common shares, would be $1,884,733.44. The conditions for the completion of the merger transaction include the adoption and approval of the Agreement and Plan of Reorganization at the Company's Annual Meeting of Stockholders and the approval of the transactions contemplated by the Agreement and Plan of Reorganization by the insurance departments of the states of Florida and Utah, and on the closing date, the dissenting stockholders, if any, of the Company shall not exceed 10% of the Company's outstanding common shares. 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. SOUTHERN SECURITY LIFE INSURANCE COMPANY (Registrant) Date: September 3, 2004 By: /s/ Scott M. Quist ------------------------------ Scott M. Quist, President and Chief Operating Officer -----END PRIVACY-ENHANCED MESSAGE-----