S-8

As filed with the Securities and Exchange Commission on January 26, 2017

Registration No. 333-                    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

UNIVERSAL INSURANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	65-0231984
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1110 West Commercial Boulevard Fort Lauderdale, Florida	33309
(Address of principal executive offices)	(Zip Code)

UNIVERSAL INSURANCE HOLDINGS, INC.

2009 OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED

(Full title of the plan)

Sean P. Downes

Chief Executive Officer

1110 West Commercial Boulevard

Fort Lauderdale, Florida 33309

Telephone (954) 958-1200

Facsimile (954) 958-1202

(Name, address, telephone number, including area code, of agent for service)

with a copy to:

Alissa A. Parisi, Esq.

K&L Gates LLP

1601 K Street, NW

Washington, DC 20006

Telephone (202) 778-9000

Facsimile (202) 778-9100

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐  (Do not check if a smaller reporting company)	Smaller reporting company	☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, par value $0.01 per share(1)	3,375,219 shares	$27.28(2)	$92,075,974.32	$10,671.61

(1) This Registration Statement registers an additional 3,375,219 shares of common stock of Universal Insurance Holdings, Inc. (the “Company”) issuable pursuant to the Company’s 2009 Omnibus Incentive Plan, as amended and restated (the “Incentive Plan”). This Registration Statement also covers an indeterminate number of additional shares of common stock that become issuable under the Incentive Plan as a result of stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. The fee is calculated on the basis of the average of the high and low prices for the Company’s common stock reported on the NYSE on January 20, 2017.

EXPLANATORY NOTE

Universal Insurance Holdings, Inc. (the “Company”) has filed this Registration Statement to register under the Securities Act of 1933, as amended (the “Securities Act”), the offer and sale of 3,375,219 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), pursuant to the Company’s 2009 Omnibus Incentive Plan, as amended and restated (the “Incentive Plan”). All such shares were returned to the Incentive Plan upon the (i) termination or forfeiture of stock-based awards as provided under the Incentive Plan; or (ii) surrendering or withholding of shares in payment or satisfaction of the purchase price of options or tax withholding obligations with respect to stock-based awards as provided under the Incentive Plan.

On (i) December 8, 2009, the Company filed a registration statement on Form S-8 (File No. 333-163564) (the “Original Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register the offer and sale of 1,800,000 shares of Common Stock pursuant to the Incentive Plan; (ii) May 11, 2011, the Company filed a registration statement on Form S-8 (File No. 333-174125) (the “Second Registration Statement”) with the Commission to register the offer and sale of, among other things, an additional 2,400,000 shares of Common Stock pursuant to the Incentive Plan; (iii) June 8, 2012, the Company filed a registration statement on Form S-8 (File No. 333-181994) (the “Third Registration Statement”) with the Commission to register the offer and sale of an additional 3,000,000 shares of Common Stock pursuant to the Incentive Plan; (iv) June 6, 2013, the Company filed a registration statement on Form S-8 (File No. 333-189122) (the “Fourth Registration Statement”) with the Commission to register the offer and sale of an additional 3,000,000 shares of Common Stock pursuant to the Incentive Plan; and (v) May 5, 2015, the Company filed a registration statement on Form S-8 (File No. 333-203866) (the “Fifth Registration Statement”) with the Commission to register the offer and sale of an additional 1,000,000 shares of Common Stock pursuant to the Incentive Plan. The Original Registration Statement, Second Registration Statement, Third Registration Statement, Fourth Registration Statement and Fifth Registration Statement are collectively referred to herein as the “Earlier Registration Statement.” Pursuant to General Instruction E to Form S-8, Part I and Items 4, 5, 6 and 7 of Part II of the Earlier Registration Statement are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The Company hereby incorporates by reference the following documents filed with the Commission:

(a) our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the Commission on February 24, 2016;

(b) our Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2016, filed with the Commission on May 9, 2016; for the quarterly period ended June 30, 2016, filed with the Commission on August 4, 2016; and for the quarterly period ended September 30, 2016, filed with the Commission on November 4, 2016;

(c) our Current Reports on Form 8-K filed with the Commission on January 14, 2016; January 19, 2016; March 15, 2016; April 13, 2016; April 29, 2016; June 3, 2016; June 9, 2016; June 13, 2016; August 31, 2016; November 7, 2016; November 15, 2016; January 23, 2017; and January 24, 2017; and

(d) the description of our capital stock contained in our registration statement on Form 8-A filed with the Commission on January 11, 2007, including any amendment or report filed for the purpose of updating such description.

Except as indicated otherwise, all documents  subsequently  filed  by  the  Company  with  the  Commission  pursuant  to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment, which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date such documents are filed; provided, however, that the Registrant is not incorporating by reference any information furnished (but not filed) under Item 2.02 or Item 7.01 of any Current Report on Form 8-K. Each document incorporated by reference into this registration statement shall be deemed to be a part of this registration statement from the date of filing of such document with the Commission until the information contained therein is modified or superseded by any subsequently filed document which is incorporated by reference into this registration statement or, as applicable, by any document which constitutes part of the prospectus relating to our Incentive Plan meeting the requirements of Section 10(a) of the Securities Act. Any such statement so modified or superseded shall not be deemed to constitute a part of this registration statement, except as so modified or superseded.

ITEM 8. EXHIBITS.

See the attached Exhibit Index, which is incorporated herein by reference.

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ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on January 19, 2017.

UNIVERSAL INSURANCE HOLDINGS, INC.
By:	/s/ Sean P. Downes
	Sean P. Downes
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Each person whose signature appears below in so signing also makes, constitutes and appoints Sean P. Downes and Frank C. Wilcox, and each of them acting alone, his or her true and lawful attorney-in-fact, with full power of substitution, for him or her in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments and post-effective amendments to this Registration Statement, with exhibits thereto and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact or his substitute or substitutes may do or cause to be done by virtue hereof.

Signatures	Title	Date
/s/ Sean P. Downes Sean P. Downes	Chief Executive Officer and Director (Principal Executive Officer)	January 19, 2017
/s/ Jon W. Springer Jon W. Springer	President, Chief Risk Officer and Director	January 19, 2017
/s/ Frank C. Wilcox Frank C. Wilcox	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	January 19, 2017
/s/ Scott P. Callahan Scott P. Callahan	Director	January 19, 2017
/s/ Darryl L. Lewis Darryl L. Lewis	Director	January 19, 2017
/s/ Ralph J. Palmieri Ralph J. Palmieri	Director	January 19, 2017
/s/ Richard D. Peterson Richard D. Peterson	Director	January 19, 2017
/s/ Michael A. Pietrangelo Michael A. Pietrangelo	Director	January 19, 2017
/s/ Ozzie A. Schindler Ozzie A. Schindler	Director	January 19, 2017
/s/ Joel M. Wilentz, M.D. Joel M. Wilentz, M.D.	Director	January 19, 2017

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EXHIBIT INDEX

Exhibit Number	Description
4.1	Form of Common Stock Certificate
5.1	Opinion of K&L Gates LLP
15.1	Accountants’ Acknowledgment
23.1	Consent of independent registered public accounting firm, Plante & Moran, PLLC
23.2	Consent of K&L Gates LLP (included in the opinion filed as Exhibit 5.1)
24.1	Powers of Attorney (included on the signature page hereto)

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EX-4.1

Exhibit 4.1

PROOF
PROOF
NUMBER
SHARES
UIH
UNIVERSAL INSURANCE HOLDINGS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE FOR CERTAIN DEFINITIONS
COMMON STOCK
CUSIP 91359V 10 7
THIS CERTIFIES THAT:
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $.01 PAR VALUE EACH OF
UNIVERSAL INSURANCE HOLDINGS, INC.
Transferable on the books of the Corporation in person or by attorney upon surrender of this certificate duly endorsed or assigned. This certificate and the shares represented hereby are subject to the laws of the State of Delaware, and to the Certificate of Incorporation and Bylaws of the Corporation, as now or hereafter amended. This certificate is not valid until countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
DATED:
UNIVERSAL INSURANCE HOLDINGS, INC.
CORPORATE SEAL 1990
DELAWARE
COUNTERSIGNED:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
NEW YORK, NY
TRANSFER AGENT
BY:
SECRETARY
AUTHORIZED OFFICER
PRESIDENT
1990 COLUMBIA FINANCIAL PRINTING CORP.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common
TEN ENT	-	as tenants by the entireties
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT -		Custodian
	(Cust)		(Minor)
	under Uniform Gifts to Minors Act
		(State)

Additional abbreviations may also be used though not in the above list.

For Value Received,                      hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

Shares of the stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE.

THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME IS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK EXCHANGE IN CONFORMANCE WITH A SIGNATURE GUARANTEE MEDALLION PROGRAM.

COLUMBIA FINANCIAL PRINTING CORP. - www.stockinformation.com

EX-5.1

Exhibit 5.1

January 26, 2017

Universal Insurance Holdings, Inc.

1110 West Commercial Boulevard

Fort Lauderdale, Florida 33309

Ladies and Gentlemen:

We have acted as counsel to Universal Insurance Holdings, Inc., a Delaware corporation (“Company”), in connection with a Registration Statement on Form S-8 filed by the Company on the date hereof (“Registration Statement”) with the Securities and Exchange Commission (“Commission”) under the Securities Act of 1933, as amended (“Act”), for the registration of 3,375,219 shares (“Shares”) of the Company’s common stock, par value $0.01 per share, that may be issued pursuant to the Company’s 2009 Omnibus Incentive Plan, as amended and restated (“Plan”).

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

(i) the Registration Statement;

(ii) the Certificate of Incorporation of the Company, as amended;

(iii) the Amended and Restated Bylaws of the Company;

(iv) the corporate action of the Company that provides for the issuance of the Shares; and

(v) the Plan.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of corporate records of the Company, and certificates of public officials and of an officer of the Company and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

Universal Insurance Holdings, Inc.

January 26, 2017

Page 2

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies, and the authenticity of the originals of such copies.

Our opinions set forth herein are limited to the Delaware General Corporation Law.

Based upon and subject to the foregoing, it is our opinion that the Shares have been duly authorized for issuance by the Company and, when and if issued and delivered against payment therefor in accordance with the Plan and the terms of the individual award agreements, will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

/s/ K&L Gates LLP

EX-15.1

EXHIBIT 15.1

ACCOUNTANTS’ ACKNOWLEDGMENT

We hereby acknowledge our awareness of the use of our report dated November 4, 2016 included within the Quarterly Report on Form 10-Q of Universal Insurance Holdings, Inc. for the quarter ended September 30, 2016 in this Registration Statement on Form S-8, to be filed with the U.S. Securities and Exchange Commission on January 26, 2017.

Pursuant to Rule 436 under the Securities Act of 1933, as amended (the “Act”), such report is not considered a part of a registration statement prepared or certified by an independent registered public accounting firm or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.

/s/ Plante & Moran, PLLC

Chicago, Illinois

January 26, 2017

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8, to be filed on January 26, 2017, of our report dated February 24, 2016 relating to the consolidated financial statements and schedules, which appear in Universal Insurance Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the U.S. Securities and Exchange Commission on February 24, 2016.

/s/ Plante & Moran, PLLC

Chicago, Illinois

January 26, 2017