-----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, OqkL0geG/qW6/pyaxB/+pOxx8ibiJlGXVLl0tB7wFpjljSuAuYQ1jp6U6MsyODYO zcwR+wwyIMeGc/wEBhP/ng== 0000950138-05-000808.txt : 20050808 0000950138-05-000808.hdr.sgml : 20050808 20050808201252 ACCESSION NUMBER: 0000950138-05-000808 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050808 FILED AS OF DATE: 20050808 DATE AS OF CHANGE: 20050808 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: James River Group, INC CENTRAL INDEX KEY: 0001325177 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 050539572 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1414 RALEIGH RD. SUITE 415 CITY: CHAPEL HILL STATE: NC ZIP: 27517 BUSINESS PHONE: 919-883-4171 MAIL ADDRESS: STREET 1: 1414 RALEIGH RD. SUITE 415 CITY: CHAPEL HILL STATE: NC ZIP: 27517 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZECH JAMES L CENTRAL INDEX KEY: 0001188149 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51480 FILM NUMBER: 051007293 BUSINESS ADDRESS: STREET 1: C/O MAX RE STREET 2: 2 FRONT ST. CITY: HAMILTON BERMUDA STATE: D0 ZIP: HM 11 BUSINESS PHONE: 4412968800 MAIL ADDRESS: STREET 1: C/O MAX RE STREET 2: 2 FRONT ST CITY: HAMILTON BERMUDA STATE: D0 ZIP: HM 11 3 1 zech-3_ex.xml X0202 3 2005-08-08 0 0001325177 James River Group, INC JRVR 0001188149 ZECH JAMES L 1414 RALEIGH ROAD, SUITE 415 CHAPEL HILL NC 27517 1 0 1 0 Series A Convertible Preferred Stock Common Stock 10680 D Series B Convertible Preferred Stock Common Stock 600 D Options to Purchase Common Stock 100 2013-05-14 Common Stock 812 D Options to Purchase Common Stock 100 2014-03-24 Common Stock 400 D Series B Convertible Preferred Stock Common Stock 25000 I By High Ridge Capital Partners II, L.P. Series B Convertible Preferred Stock Common Stock 167758 I By HRWCP I, L.P. All of the issuer's Series A Convertible Preferred Stock and Series B Convertible Preferred Stock will be converted into Common Stock immediately prior to the closing of the issuer's initial public offering. Does not reflect accrued and unpaid dividends payable in Common Stock or a 10-for-1 stock split to be effective prior to the closing of the issuer's initial public offering. Does not reflect accrued and unpaid dividends payable in Common Stock or a 10-for-1 stock split to be effective prior to the closing of the issuer's initial public offering. Does not reflect a 10-for-1 stock split, to be effective prior to the closing of the issuer's initial public offering. Of these 812 Options to Purchase Common Stock, 406 have vested, and the remainder will vest in equal installments on each of 5/15/06 and 5/15/07. Of these 400 Options to Purchase Common Stock, 100 have vested, and the remainder will vest in equal installments on each of 3/25/06, 3/25/07 and 3/25/08. J. Adam Abram was granted a power of attorney to sign Form 3 on behalf of Mr. Zech pursuant to the Power of Attorney attached hereto as Exhibit 24. EXHIBIT INDEX - Exhibit 24 - Power of Attorney /s/ J. Adam Abram, Attorney-in-Fact 2005-08-08 EX-24 2 ex24.txt Exhibit 24 FORM 4 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of J. Adam Abram and Michael T. Oakes and their successors in office and designees, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute and file for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of James River Group, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of July, 2005. /s/ James L. Zech - ---------------------------------------- Signature James L. Zech - ---------------------------------------- Print Name -----END PRIVACY-ENHANCED MESSAGE-----