FORM 8-K

 

 

UNITED STATES

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

                             August 14, 2013                            

Date of report (Date of earliest event reported)

Universal Insurance Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33251

 

65-0231984

(State or other jurisdiction

of incorporation or organization)

  (Commission file number)  

(IRS Employer

Identification No.)

1110 W. Commercial Boulevard, Fort Lauderdale, Florida 33309

(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (954) 958-1200

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 communication 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 1.01 Entry into a Material Definitive Agreement

On August 14, 2013, Universal Insurance Holdings, Inc. (“Company”) entered into a repurchase agreement with Norman M. Meier, the former Secretary and a former director of the Company (“Repurchase Agreement”). Pursuant to the Repurchase Agreement, the Company agreed to repurchase 241,933 shares of the Company’s common stock owned by Mr. Meier (“Shares”). The repurchase of the Shares occurred today for a repurchase price of $7.57 per share, representing a discount from the current market price of the Company’s common stock. After the Company’s repurchase of the Shares, Mr. Meier will no longer own any of the Company’s outstanding common stock.

The preceding summary of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Repurchase Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

ITEM 7.01 Regulation FD Disclosure

The Company is disclosing under Item 7.01 of this Current Report on Form 8-K information contained in the press release filed as Exhibit 99.1 to this report. The information furnished pursuant to, and incorporated by reference in, this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 Financial Statements and Exhibits

 

(d) Exhibits:

 

10.1 Repurchase Agreement, dated August 14, 2013, by and between Mr. Meier and the Company

 

99.1 Press release dated August 14, 2013


SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: August 14, 2013     UNIVERSAL INSURANCE HOLDINGS, INC.
    /s/ Sean P. Downes
    Sean P. Downes
    President and Chief Executive Officer