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 (Date of earliest event reported): June 19, 2014
1347 PROPERTY INSURANCE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36366 | 46-1119100 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1511 N. Westshore Blvd., Suite 870, Tampa, FL 33607
(Address of principal executive offices, including Zip Code)
(855) 862-0436
(Registrant’s telephone number, including area code)
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:
| ¨ | Written communications 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 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 19, 2014, the Board of Directors of 1347 Property Insurance Holdings, Inc. (the “Company”), approved the First Amendment to Option Agreement between the Company and Douglas N. Raucy, the Company’s President and Chief Executive Officer (the “Amendment”). The Amendment extends the expiration date by which Mr. Raucy’s previously disclosed option to purchase 33,033 shares of the Company’s common stock (the “Option Agreement”) must be exercised from June 30, 2014 to March 15, 2015, provided that Mr. Raucy is employed by the Company on the date of exercise. All other terms and conditions set forth in the Option Agreement not otherwise amended pursuant to the Amendment continue in full force and effect.
The Amendment was evidenced by a separate written agreement between the Company and Mr. Raucy. The foregoing description of the Amendment is qualified in its entirety by the terms of the Amendment, a copy of which is attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | First Amendment to Option Agreement, dated June 19, 2014, between Douglas N. Raucy and 1347 Property Insurance Holdings, Inc. | |
* * *
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.
Date: June 19, 2014
| 1347 PROPERTY INSURANCE HOLDINGS, INC. | ||
| By: |
/s/ John S. Hill |
|
| John S. Hill | ||
| Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 10.1 | First Amendment to Option Agreement, dated June 19, 2014, between Douglas N. Raucy and 1347 Property Insurance Holdings, Inc. | |
Exhibit 10.1
FIRST AMENDMENT TO OPTION AGREEMENT
by and between
DOUGLAS N. RAUCY
and
1347 PROPERTY INSURANCE HOLDINGS, INC.
Dated as of June 19, 2014
FIRST AMENDMENT TO OPTION AGREEMENT dated as of June 19, 2014 (“ Amendment ”), between Douglas N. Raucy (“ Raucy ”) and 1347 Property Insurance Holdings, Inc., a Delaware corporation (“ PIH ”).
RECITALS
WHEREAS , Raucy and PIH are parties to the Option Agreement dated as of February 28, 2014 (the “ Agreement ”);
WHEREAS , pursuant to Section 8.3 of the Agreement, the parties desire to amend the Agreement in certain respects, effective as of the date first written above, as set forth herein;
NOW THEREFORE , in consideration of the mutual covenants and agreements contained in this Amendment, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:
AMENDMENT TO THE AGREEMENT
1. Pursuant to Section 8.3 of the Agreement, Section 2.1 of the Agreement is hereby amended and restated in its entirety to read as follows:
Section 2.1 Exercise . Raucy may exercise this Option at any time for a period commencing on the date of pricing of the IPO and ending at the close of business on March 15, 2015 (the “ Expiration Date ”), so long as Raucy is employed by PIH on the date of exercise, upon payment of the aggregate Exercise Price with respect to which the Option is being exercised and compliance with terms of this Agreement. Raucy shall exercise the Option by giving irrevocable written notice to PIH of Raucy’s intent to exercise the Option (the date of such notice, the “ Exercise Date ”). If the Option is not exercised by Raucy in the manner provided herein on or before the Expiration Date, then
this Agreement shall, without further action of any party, automatically terminate and thereafter be null and void and of no further force or effect, and neither party shall have any further rights or obligations with respect to the Option or the Matched Shares. The Option may be exercised in part (but only on one occasion) and in such case the aggregate Exercise Price to be paid by Raucy shall equal the number of shares as to which the Option is being exercised multiplied by the Exercise Price. The Option may not be exercised for fractional shares.
2. The other terms and conditions set forth in the Agreement not otherwise amended pursuant to this Amendment shall continue in full force and effect.
3. This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all of which shall collectively constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
| DOUGLAS N. RAUCY | 1347 PROPERTY INSURANCE HOLDINGS, INC. | ||
| /s/ Douglas N. Raucy | By: | /s/ John S. Hill | |
| Name: John S. Hill | |||
| Title: Chief Financial Officer |