8-K 1 hfs8k041805.txt CURRENT REPORT DATED APRIL 18, 2005 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): April 18, 2005 HALLMARK FINANCIAL SERVICES, INC. ---------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Nevada ---------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-16090 87-0447375 ---------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 777 Main Street, Suite 1000, Fort Worth, Texas 76102 ---------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 817-348-1600 ---------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 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 (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)) Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Hallmark Financial Services, Inc. (the "Company") has appointed Mark J. Morrison as its Chief Operating Officer, effective as of April 18, 2005. Mr. Morrison will continue to serve as Executive Vice President and Chief Financial Officer of the Company. In connection with his new responsibilities, Mr. Morrison's base compensation will be increased to $225,000 per year. Mr. Morrison, age 45, became Executive Vice President and Chief Financial Officer of the Company in March, 2004. He has been employed in the property and casualty insurance industry since 1993. Prior to joining the Company, he had since 2001 served as President of Associates Insurance Group, a subsidiary of Travelers Property Casualty Corp. From 1996 through 2000, he served as Senior Vice President and Chief Financial Officer of Associates Insurance Group, the insurance division of Associates First Capital Corporation. From 1995 to 1996, Mr. Morrison served as Controller of American Eagle Insurance Group, and from 1993 to 1995 was Director of Corporate Accounting for Republic Insurance Group. From 1991 to 1993, he served as Director of Strategic Planning and Analysis at Anthem Inc. Mr. Morrison began his career as a public accountant with Ernst & Young, LLP from 1982 to 1991, where he completed his tenure as a Senior Manager. Item 7.01 Regulation FD Disclosure. On April 18, 2005, the Company issued a press release announcing the appointment of Mark J. Morrison as its Chief Operating Officer. A copy of such press release is attached as Exhibit 99.1 to this Current Report. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. 99.1 Press release dated April 18, 2005 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 duly authorized. HALLMARK FINANCIAL SERVICES, INC. Date: April 18, 2005 By: /s/ Mark J. Morrison ----------------------------------------- Mark J. Morrison, Chief Operating Officer