FORM 12b-25

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

Part I - Registrant Information

SIGNATURE GROUP HOLDINGS INC

Full Name of Registrant

 

Former Name if Applicable

15303 Ventura Boulevard, Suite 1600

Address of Principal Executive Office (Street and Number)

Sherman Oaks, California 91403

City, State and Zip Code

Part II - Rules 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.(Check box if appropriate.)

Part III - Narrative

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Signature Group Holdings, Inc. (f/k/a Fremont General Corporation, herein referred to as the "Company") has determined that it is unable to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 (the "June Form 10-Q") by the [August 15, 2011] due date or within the five calendar day extension permitted by the rules of the U.S. Securities and Exchange Commission (the "SEC").

As previously disclosed, the Company is the successor to Fremont General Corporation, which had filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Central District of California, Santa Ana Division in June 2008. The Company successfully emerged from bankruptcy proceedings on June 11, 2010 with a new management team, Board of Directors, and business plan and operating strategy. At the time that the Company emerged from bankruptcy proceedings, the Company was not current in certain of its periodic filings under the Securities Exchange Act of 1934, as amended ("1934 Act").

The Company has made significant progress in its efforts to become current in its 1934 Act periodic reporting with the filing: (i) on May 17, 2011 of the Company's comprehensive Annual Report on Form 10-K for the fiscal years ended December 31, 2009, 2008 and 2007 and the quarterly periods of 2008 and 2009; and (ii) on July 5, 2011 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and its Quarterly Reports on the Form 10-Q for the three quarterly periods of 2010. As of the date of this Notice of Late Filing, the Company's remaining delinquent 1934 Act reports are its Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 and the June Form 10-Q. Based upon the progress made as of the date hereof, the Company currently expects that it will begin filing its 2011 quarterly reports on Form 10-Q during the third quarter of 2011, although no assurance can be given that the Company will be able to file these reports by the end of such quarter.

Part IV - Other Information

1. Name and telephone number of person to contact in regard to this notification

   David Collett	805	435-1255
   (Name)	(Area Code)	(Telephone Number)

2. Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?

   Yes

   No

   √

   If answer is no, identify report(s).

   Quarterly Report on Form 10-Q for the quarter ended March 31, 2011

3. Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

   Yes

   √

   No

   If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

   As more fully discussed in Part III hereof, the Company's unaudited results of operations for the three and six months ended June 30, 2011 are still being finalized by the Company. Consequently, the Company is not in a position to quantify any significant change in the results of operations for the three and six months ended June 30, 2011, as compared with the three and six months ended June 30, 2010. The Company has entered into a number of significant transactions since it emerged from bankruptcy proceedings that were reported in the Company's prior 1934 Act periodic reports and in Current Reports on Form 8-K previously filed with the SEC, which transactions are expected to impact the Company's financial statements for the three and six months ended June 30, 2011.