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

 

Date of Report: December 19, 2014

 

Signature Group Holdings, Inc.

 

 

 

 

 

 

 

Registrant’s telephone number, including area code: (805) 435-1255

 

 

 

 

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))

 

 

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Offering Closing

On December 22, 2014, Signature Group Holdings, Inc. (the “Company”) issued a press release announcing the closing of its previously announced offering of 4,384,615 shares of its common stock in an underwritten public offering (the “Offering”) on December 19, 2014.  A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Neither this Current Report on Form 8-K nor this press release constitutes an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state or jurisdiction. The offering referenced herein was made by means of a prospectus supplement and accompanying prospectus.

 

Approval of 4.9% Stockholder

In connection with the Offering, the Board of Directors of the Company (the “Board”)  approved the acquisition by Hotchkis & Wiley Capital Management, an investment manager (“H&W”), of shares in the Offering in an amount that resulted in H&W owning in excess of 4.9% of the Company’s current outstanding common stock (the “H&W Purchase”). Such approval relates to the provisions of the Company’s Second Amended and Restated Bylaws (the “Bylaws”) and the Rights Agreement, dated as of October 23, 2007, between the Company and Mellon Investor Services LLC, as amended (the “Rights Agreement”).

Under the Bylaws, unless the Board has approved such transaction, an entity is generally prohibited from acquiring shares of the Company’s common stock if such transaction would result in such entity owning 4.9% or more of the Company’s outstanding common stock. Further, under the Rights Agreement, an entity that acquires beneficial ownership of 5% or more of the Company’s outstanding common stock may be deemed by the Board to be an Acquiring Person (as defined in the Rights Agreement), which determination would trigger the rights under the Rights Agreement to purchase shares of Series A Preferred Stock.

As a result of the Board approval, the Board has approved the H&W Purchase for purposes of the Bylaws and has affirmed that it will not deem H&W to be an Acquiring Person under the Rights Agreement.

 

 

(d) Exhibits

 

 

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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 thereunto duly authorized.

 

 

 

 

 

 

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INDEX TO EXHIBITS