-----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, TQVboRsYFKZpdZl1Ntpf+TfEi9Viq2Gg2InBnHUQLLhIzW7tRv8Gj2LgtN9LConr qIy5sCueERe/QslBAUIY6Q== 0000943663-08-000371.txt : 20080527 0000943663-08-000371.hdr.sgml : 20080526 20080527132547 ACCESSION NUMBER: 0000943663-08-000371 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080523 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080527 DATE AS OF CHANGE: 20080527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: North American Insurance Leaders, Inc. CENTRAL INDEX KEY: 0001336249 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 203284412 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32837 FILM NUMBER: 08860147 BUSINESS ADDRESS: BUSINESS PHONE: (212) 319-9407 MAIL ADDRESS: STREET 1: 885 THIRD AVENUE STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 d8k.htm CURRENT REPORT FOR MAY 23, 2008 Form 8-K

 

 

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 May 23, 2008

 

 

North American Insurance Leaders, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32837   20-3284412

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

885 Third Avenue, 31st Floor, New York, NY   10022
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 319-9407

Not Applicable

(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:

 

¨ 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))

 

 

 


Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 23, 2008 North American Insurance Leaders, Inc. (AMEX: NAO) announced  preliminary financial results for March 31, 2008. As of that date, substantially all of the Company's assets consisted of $114,889,084 on deposit in NAO 's trust account. As previously announced, NAO did not receive requisite shareholder approval for its intended business combination and is therefore proceeding to liquidate in accordance with the provisions of its amended and restated certificate of incorporation (the "Charter").  NAO expects to liquidate and wind up its affairs under Delaware law following the filing of a proxy statement seeking stockholder approval of dissolution and the adoption of a plan of liquidation.  If the stockholders approve the dissolution and the plan of liquidation, NAO, as required by the Charter, will distribute the funds in the trust account (less applicable taxes) to its stockholders holding shares of common stock sold pursuant to NAO's initial public offering. 

The Company has not yet filed a Quarterly Report on Form 10-Q for three-month period ended March 31, 2008, the filing of which is a requirement for NAO's continued listing on the American Stock Exchange ("AMEX"), and has received a letter on May 23, 2008 from AMEX referencing its delinquent filing. If NAO has not successfully completed its liquidation within the next 90 days, it intends to file a Form 10-Q at that time.

A copy of the press release for such announcement is attached to this Report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

  

Description

99.1    North American Insurance Leaders, Inc. issues press release dated May 23, 2008


SIGNATURE

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 thereunto duly authorized.

 

NORTH AMERICAN INSURANCE LEADERS, INC.

(Registrant)

By:  

/s/ PAULA S. BUTLER

Name:   Paula S. Butler
Title:   Executive Vice President

Date: May 23, 2008

EX-99.1 2 pressrelease.htm PRESS RELEASE DATED MAY 23, 2008

Exhibit 99.1

 

North American Insurance Leaders, Inc. Announces Preliminary Financial Results as of March 31, 2008

 

Friday, May 23, 2008

 

New York, May 23, 2008-North American Insurance Leaders, Inc. (AMEX: NAO) announced  preliminary financial results for March 31, 2008. As of that date, substantially all of the Company's assets consisted of $114,889,084 on deposit in NAO 's trust account. As previously announced, NAO did not receive requisite shareholder approval for its intended business combination and is therefore proceeding to liquidate in accordance with the provisions of its amended and restated certificate of incorporation (the "Charter"). NAO expects to liquidate and wind up its affairs under Delaware law following the filing of a proxy statement seeking stockholder approval of NAO's dissolution and the adoption of a plan of liquidation.  If the stockholders approve the dissolution and the plan of liquidation, NAO, as required by the Charter, will distribute the funds in the trust account (less applicable taxes) to its stockholders holding shares of common stock sold pursuant to NAO's initial public offeri ng. 

 

The Company has not yet filed a Quarterly Report on Form 10-Q for three-month period ended March 31, 2008, the filing of which is a requirement for NAO's continued listing on the American Stock Exchange ("AMEX"), and has received a letter on May 23, 2008 from AMEX referencing its delinquent filing. If NAO has not successfully completed its liquidation within the next 90 days, it intends to file a Form 10-Q at that time.

 

About North American Insurance Leaders, Inc.

 

North American Insurance Leaders, Inc. is a special purpose acquisition corporation focused on acquiring businesses in the insurance or insurance related industry. NAO raised net proceeds of approximately $110 million through its initial public offering in March 2006. On March 25, 2008, NAO announced that it had failed to enter into a business combination as required by the Charter.

 

FORWARD-LOOKING STATEMENTS

 

This press release may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this press release are forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. NAO undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

 

We may use words such as "anticipates," "believes," "expects," "intends," "will," "should," "may" and similar expressions to identify forward-looking statements. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations. Undue reliance should not be placed on such forward-looking statements as such statements speak only as of the date on which they are made. We do not undertake to update our forward-looking statements unless required by law.

 

Contact: Paula Butler, Executive Vice President,

 

North American Insurance Leaders, Inc.

 

212-319-9407

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