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): October 14, 2010
SIGNATURE GROUP HOLDINGS,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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001-08007
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95-2815260
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(State
or Other Jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
Incorporation or Organization)
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Identification
Number)
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175
North Riverview Drive
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Anaheim,
California
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92808
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code): (714) 283-6500
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:
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01
Other Events
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SIGNATURES
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Item
8.01 Other Events.
On
October 6, 2010, Signature Group Holdings, Inc., formerly known as Fremont
General Corporation (the “Company”) received a tax refund related to the
carryback of the Company’s 2008 net operating loss (“NOL”) for the taxable years
ended December 31, 2003, 2004 and 2005, in the amount of $24.4 million (the
“2010 Tax Refund”). One of the pre-requisites to receiving such
refund was completion by the Internal Revenue Service (“IRS”) of its audits of
the Company’s consolidated tax returns for the years ended 2006 and
2007. Audits for the tax years 2006 and 2007 have been completed and,
as finalized, resulted in a Closing Agreement that was entered into by the
Company and the IRS and subject to review by the Congressional Joint Committee
on Taxation.
As
previously disclosed in the Company’s Form 8-K filed on November 25, 2009,
President Barack Obama signed into law the Worker,
Homeownership, and Business Assistance Act of 2009 (H.R. 3548) (the
“WHBAA”) on November 6, 2009. This law further expanded the five-year
NOL carryback provisions that were initially expanded under the American
Recovery and Reinvestment Act of 2009 (“ARRA”). This allowed businesses to
carryback either their 2008 or 2009 NOL to claim refunds of taxes paid within
the prior five years. Under ARRA, only small businesses, as defined in ARRA,
were permitted to elect a five-year NOL carryback. The Company and its
subsidiaries did not qualify as a “small business” under ARRA and were
restricted to a two-year carryback provision under section 172(b)(1)(A)(i) of
the Internal Revenue Code of 1986, as amended. As a result of the WHBAA, the
Company and its subsidiaries, who file a consolidated federal corporate income
tax return, became permitted to elect up to a five-year carryback of its NOLs
incurred in either 2008 or 2009. The Company previously reported that
it estimated the 2010 Tax Refund would be approximately $22 million, but was
subject to change based upon the results of the ongoing IRS audits of tax years
2006 and 2007.
After
giving effect to the five-year carryback of the 2008 NOL and all NOL carrybacks
from prior tax years, the Company estimates that the remaining NOL carryforward
for the Company’s consolidated tax group is approximately $830 million as of
December 31, 2009. The Company expects that the NOL carryforward may be used to
offset future federal tax obligations, if any, of the Company and its
subsidiaries. The amount of the NOL carryforward is a current estimate, which
may change based upon various factors.
Cautionary
Statement Regarding Forward Looking Statements
Certain
statements contained in this Current Report on Form 8-K, including statements
regarding the Company’s estimated NOL carryforward, may be deemed to be
forward-looking statements under federal securities laws and the Company intends
that such forward-looking statements be subject to the safe-harbor created
thereby. The Company cautions that these statements are qualified by important
factors that could cause actual results to differ materially from those
reflected by the forward looking statements. Such factors include, but are not
limited to, the possibility of legislative change and other circumstances or
events that could affect the Company’s use of NOLs, the Company’s operating
results, the outcome of litigation concerning certain causes of action of the
Company, the results of the Company’s review of submitted claims and the
Company’s ability to resolve contingent and unliquidated claims. Additional
information on these and other factors is contained in the Company’s Securities
and Exchange Commission filings. The Company assumes no, and hereby disclaims
any, obligation to update the forward-looking statements contained in this
Current Report on Form 8-K.
The
financial information contained in this Current Report on Form 8-K has not been
audited or reviewed by independent registered accountants and may be subject to
future reconciliation and adjustments. As a result, the information
in this Form 8-K should under no circumstances be relied upon or viewed as a
substitute, supplement or replacement for financial information that is filed
with the U.S. Securities and Exchange Commission.
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 hereunto
duly authorized.
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SIGNATURE GROUP
HOLDINGS, INC.
(Registrant)
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Date:
October xx,
2010
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By:
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/s/
Craig Noell
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Name:
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Craig
Noell
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Title:
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President
and Chief Executive Officer
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