form8ka.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
FORM
8-K/A
_____________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): October 31, 2008
EMPLOYERS
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in its Charter)
_____________________
NEVADA
(State
or Other Jurisdiction of
Incorporation)
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001-33245
(Commission
File Number)
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04-3850065
(I.R.S.
Employer Identification No.)
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10375
Professional Circle
Reno,
Nevada
(Address
of Principal Executive Offices)
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89521
(Zip
Code)
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Registrant's
telephone number including area code: (888)
682-6671
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No
change since last report
(Former
Name or Address, if Changed Since Last
Report)
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_____________________
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
EXPLANATORY
NOTE
This
Current Report on Form 8-K/A ("Form 8-K/A"), dated December 31, 2008, amends the
Current Report on Form 8-K (the "Closing 8-K") filed by Employers Holdings, Inc.
("Employers") on October 31, 2008 concerning the acquisition of AmCOMP
Incorporated ("AmCOMP") by Employers, which occurred on October 31,
2008. The information previously reported in the Closing 8-K is
incorporated herein by reference. This Form 8-K/A sets forth the
location of the required historical financial information of AmCOMP and includes
the required pro forma financial statements of the combined entity, each as
required by Item 9.01 of Form 8-K. All required historical financial
statements of AmCOMP are hereby incorporated by reference in this Form 8-K/A and
shall be deemed filed for purposes of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The pro forma financial statements of
the combined entity are intended to be furnished pursuant to Item
9.01(b). Such information, including Exhibit 99.3 attached hereto,
shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, nor
shall it be deemed incorporated by reference into any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(a)
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Financial Statements of
Business Acquired.
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Attached
as Exhibit 99.1 and incorporated by reference is the audited consolidated
balance sheet of AmCOMP as of December 31, 2007, and the related consolidated
statements of operations, changes in stockholders' equity and cash flows
(incorporated by reference to AmCOMP's Annual Report on Form 10-K for the year
ended December 31, 2007, filed on March 6, 2008).
Attached
as Exhibit 99.2 and incorporated herein by reference is the unaudited
consolidated balance sheet of AmCOMP as of the nine months ended September 30,
2008 and the related unaudited consolidated statements of operations, changes in
stockholders' equity and cash flows.
(b)
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Pro Forma Financial
Information.
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Attached
as Exhibit 99.3 and incorporated herein by reference is the unaudited pro forma
consolidated balance sheet of Employers as of the nine months ended September
30, 2008, and the unaudited pro forma consolidated statements of income of
Employers as of December 31, 2007 and the nine months ended September 30,
2008.
99.1
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Audited
Financial Statements of AmCOMP Incorporated as of and for the year ended
December 31, 2007 (incorporated by reference to the Annual Report on Form
10-K of AmCOMP Incorporated for the year ended December 31, 2007, filed on
March 6, 2008).
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99.2
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Unaudited
Consolidated Financial Statements of AmCOMP Incorporated as of and for the
nine months ended September 30,
2008.
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99.3
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Unaudited
Pro Forma Consolidated Financial Statements of Employers Holdings, Inc.
for the year ended December 31, 2007 and as of and for the nine months
ended September 30, 2008.
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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 hereunto
duly authorized.
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EMPLOYERS
HOLDINGS, INC.
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By:
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/s/ Lenard T.
Ormsby
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Name:
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Lenard
T. Ormsby
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Title:
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Executive
Vice President, Chief
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Legal
Officer and General Counsel
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Dated: December
31, 2008
Exhibit
Index
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99.1
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Audited
Financial Statements of AmCOMP Incorporated as of and for the year ended
December 31, 2007 (incorporated by reference to the Annual Report on Form
10-K of AmCOMP Incorporated for the year ended December 31, 2007, filed on
March 6, 2008).
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99.2
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Unaudited
Consolidated Financial Statements of AmCOMP Incorporated as of and for the
nine months ended September 30, 2008.
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99.3
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Unaudited
Pro Forma Consolidated Financial Statements of Employers Holdings, Inc.
for the year ended December 31, 2007 and for the nine months ended
September 30, 2008.
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