As filed with the Securities and Exchange Commission on December 23, 2008
Registration No. 333-150327
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-3
TO REGISTRATION STATEMENT ON FORM S-1
AND
TO REGISTRATION STATEMENT ON FORM S-4
UNDER
THE SECURITIES ACT OF 1933
UNITED INSURANCE HOLDINGS CORP.
(Exact name of registrant as specified in its
charter)
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Delaware
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75-3241967
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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360 Central Avenue, Suite 900
St. Petersburg, Florida 33701
(727) 895-7737
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices
Donald J. Cronin, President and Chief Executive Officer
United Insurance Holdings Corp.
360 Central Avenue, Suite 900
St. Petersburg, Florida 33701
(727)
895-7737
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Carolyn Long,
Esquire
Foley & Lardner LLP
100 North Tampa Street, Suite 2700
Tampa, Florida 33602
Phone: (813) 229-2300
Approximate date of
commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box.
¨
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box.
x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, please check the following box
and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b)
under the Securities Act, check the following box.
¨
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
x
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The Registrant hereby amends
this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Post-Effective Amendment No. 1 is to file exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 2 consists only of the facing
page, this explanatory note and Part II to the Registration Statement. No changes have been made to Part I of the Registration Statement, and therefore it has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other Expenses of Issuance and Distribution.
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Securities and Exchange Commission filing fee*
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$
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1,482.28
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Accounting fees and expenses
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$
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20,000.00
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Legal fees and expenses
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$
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20,000.00
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Blue Sky Fees and Expenses (including Legal Fees and Expenses)
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$
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2,000.00
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Miscellaneous
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$
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2,500.00
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Total expenses
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$
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45,982.28
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*
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Previously paid. See Explanatory Note following the cover page of the Post-Effective Amendment No. 1 on Form S-3 to Registration Statement on Form S-1 and Registration
Statement on Form S-4, filed November 19, 2008. Other than the Securities and Exchange Commission filing fee, all fees and expenses are estimated.
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Item 15.
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Indemnification of Directors and Officers
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Our
Amended and Restated Certificate of Incorporation provides that all of our directors, officers, employees and agents will be entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation
Law.
Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is
set forth below.
“Section 145. Indemnification of officers, directors, employees and agents; insurance.
(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust account or other enterprise, against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust account or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter
II-1
as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a present or former
director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a
quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written
opinion, or (4) by the stockholders.
(e) Expenses (including attorneys’ fees) incurred by an officer or director in defending
any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and
officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
(f)
The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust account or other enterprise against any liability asserted against such person
and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.
(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had
continued.
(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references
to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner
such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this
section.
II-2
(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section
shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including
attorneys’ fees).” Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of
expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
Paragraph B of Article Eighth of our Amended and Restated Certificate of
Incorporation provides:
“The Corporation, to the full extent permitted by Section 145 of the GCL, as amended from time to time,
shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which
such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer
to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.”
See Exhibit Index.
(a) The undersigned registrant
hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to
this registration statement:
i. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement.
II-3
iii. To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such information in the registration statement.
Provided
however, that Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that
is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering
thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
II-4
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S–3 and authorized
this Amendment No. 1 to the Post–Effective Amendment No. 1 to its registration statement on Form S–1 (No.333–143466) and Post–Effective Amendment No. 1 to its Registration Statement on Form S–4
(No. 333–150327) to be signed on its behalf by the undersigned in Pinellas County, Florida on December 23, 2008.
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UNITED INSURANCE HOLDINGS CORP.
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By:
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/s/ Donald J. Cronin
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Donald J. Cronin
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Chief Executive Officer
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Signature
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Title
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Date
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Gregory C. Branch
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Chairman of the Board and Director
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December 23, 2008
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Gordon G. Pratt
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Vice Chairman of the Board and Director
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December 23, 2008
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/s/ Donald J. Cronin
Donald J. Cronin
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Chief Executive Officer (Principal Executive Officer) and President
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December 23, 2008
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/s/ Nicholas W. Griffin
Nicholas W. Griffin
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Chief Financial Officer (Principal Financial and Accounting Officer)
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December 23, 2008
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Alec L. Poitevint, II
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Director
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December 23, 2008
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Larry G. Swets, Jr.
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Director
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December 23, 2008
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Kent G. Whittemore
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Director
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December 23, 2008
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James R. Zuhlke
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Director
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December 23, 2008
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*By:
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/s/ Nicholas W. Griffin
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Nicholas W. Griffin
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Attorney-in-Fact
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II-5
EXHIBIT INDEX
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2.1
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Agreement and Plan of Merger by and among by and among FMG Acquisition Corp., United Insurance Holdings, L.C. and United Subsidiary Corp.*
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2.2
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Amended and Restated Agreement and Plan of Merger dated August 15, 2008, by and among FMG Acquisition Corp., United Insurance Holdings, L.C. and United Subsidiary Corp.*
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2.3
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Amendment to Amended and Restated Agreement and Plan of Merger dated September 23, 2008 by and among FMG Acquisition Corp., United Insurance Holdings, L.C. and United Subsidiary Corp.†
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3.1
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Second Amended and Restated Certificate of Incorporation.†
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3.2
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Bylaws.**
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4.1
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Specimen Unit Certificate.
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4.2
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Specimen Common Stock Certificate.
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4.3
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Specimen Warrant Certificate.
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4.4
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Unit Purchase Option granted to Pali Capital, Inc.***
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4.5
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Amendment to Unit Purchase Option granted to Pali Capital, Inc.†
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4.6
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Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.***
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5.1
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Opinion of Foley & Lardner LLP.
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23.1
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Consent of Rothstein, Kass & Company, P.C. to incorporation by reference of financial statements.††
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23.2
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Consent of DeMeo, Young, McGrath, CPA to incorporation by reference of financial statements.††
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23.3
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Consent of Foley & Lardner LLP (included in Exhibit 5.1).
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24.1
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Powers of Attorney (included on signature page).††
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*
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Included in Annex A of the proxy statement/prospectus included in the Form S-4 (No. 333-150327), effective September 4, 2008 and incorporated by reference herein.
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**
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Incorporated by reference from Registration Statement No. 333-143466 on Form S-1 filed on June 4, 2007.
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***
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Incorporated by reference from Form 8-K filed with the Securities and Exchange Commission on October 12, 2007.
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†
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Incorporated by reference from Form 10-Q filed with the Securities and Exchange Commission on November 14, 2008.
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II-6
NUMBER
U0501
SEE REVERSE FOR CERTAIN DEFINITIONS
UNITS
CUSIP
910710 20 1
UNITED INSURANCE HOLDINGS CORP.
UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT EACH TO PURCHASE ONE SHARE OF COMMON STOCK
This Certifies that
is the owner of
Units.
Unit
(“Unit”) consists of one (1) share of common stock, par value $.0001 per share (“Common Stock”), of UNITED INSURANCE HOLDINGS CORP., a Delaware corporation (the “Company”), and Warrant (the “Warrant”). Each
Warrant entitles the holder to purchase one (1) share of Common Stock for $6.00 per share (subject to adjustment). Each Warrant will become exercisable on the later of Company’s completion of a business combination with a target business or
(ii) October 4, 2008 and will expire unless exercised before 5:00 p.m., New York City Time, on October 4, 2011, or earlier redemption (the “Expiration Date”). The Common Stock and Warrant comprising the Units represented by this
certificate are not transferable prior to January 2, 2008, subject to earlier separation in cretion of the representative of the underwriters; provided, however, in no event will the representative of the underwriters allow separate trading of the
common stock and warrants until the Company audited balance sheet reflecting the Company’s receipt of the gross proceeds of the offering. The terms of the Warrants are governed by a Warrant Agreement, dated as of October 4, 2007, between
Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate has to by acceptance hereof. Copies of the
Warrant Agreement are on file at the office of the Warrant Agent at 17 Battery Place, New York, New York 10004, and are available to any Warrant holder then request and without cost.
certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.
Less the facsimile seal of the Company and the facsimile signature of its duly authorized officers.
COUNTERSIGNED AND REGISTERED:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED OFFICER
TREASURER AND CHIEF FINANCIAL OFFICER PRESIDENT AND CHIEF EXECUTIVE OFFICERS
EXHIBIT 4.1
UNITED INSURANCE HOLDINGS CORP.
The Company will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT- Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State)
Additional
Abbreviations may also be used though not in the above list.
For value received, hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
Units represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said Units on the
books of the within named Company with full power of substitution in the premises.
Dated
Notice: The signature to this assignment must correspond with the name as written open the face of the certificate in every particular,
without alteration or enlargement or any change whatever.
Signature(s) Guaranteed:
By
THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).
The holder of this certificate shall be entitled to receive a pro rata portion of funds from the trust account only in the
event of the Company’s liquidation or if the holder seeks to convert his respective shares into cash upon a business combination which he voted against and which is actually completed by the Company. In no other circumstances shall the holder
have any right or interest of any kind in or to the trust account.
NUMBER
C0556
UNITED INSURANCE HOLDINGS CORP.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK
SHARES
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 910710 10 2
This Certifies that…………………is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES, PAR VALUE OF $.0001 PER SHARE, OF THE COMMON STOCK OF
UNITED INSURANCE HOLDINGS CORP.
transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.
Witness the seal of the Corporation and the facsimile signatures of its duly authorized
officers.
COUNTERSIGNED AND REGISTERED:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR
AUTHORIZED OFFICER
BY
Dated:
TREASURER AND CHIEF FINANCIAL OFFICER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
EXHIBIT 4.2
UNITED INSURANCE HOLDINGS CORP.
The Corporation will furnish without charge to each stockholder who so requests, the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby
are issued and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Preferred Stock (copies of which may be obtained
from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents.
The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT- Custodian
(Cust) (Minor)
under Uniform Gifts to Minors
Act
(State)
Additional Abbreviations may also be used though not in the above list.
For value received, hereby sell,
assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
Attorney to transfer the said stock on the books of the within named Company with full power of substitution in the premises.
Dated
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
Signature(s) Guaranteed:
By
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).
The holder of this certificate shall be entitled to receive a pro rata share of funds from the trust account only in the event of the Company’s liquidation or if the holder seeks to convert his respective shares into
cash upon a business combination which he voted against and which is actually completed by the Company. In no other circumstances shall the holder have any right or interest of any kind in or to the trust account.
EXHIBIT 5.1
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December 23, 2008
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ATTORNEYS AT LAW
100 NORTH TAMPA STREET, SUITE 2700
TAMPA, FL
33602-5810
P.O. Box 3391
Tampa, FL 33601-3391
813.229.2300 TEL
813.221.4210 FAX
www.foley.com
CLIENT/MATTER NUMBER
094200-0102
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United Insurance Holdings Corp.
360 Central Avenue, Suite 900
St. Petersburg, Florida 33701
Ladies and Gentlemen:
We have acted as counsel to United Insurance Holdings Corp., a Delaware corporation
(the “Company”), in connection with the preparation of Post-Effective Amendment No. 1 on Form S-3 to the Registration Statement on Form S-1 (No. 333–143466) and the Registration Statement on Form S-4 (No. 333–150327) (the
“Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), covering (i) 6,007,194 shares of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), which are issuable upon the exercise of warrants issued in the Company’s initial public offering and in its recent business combination (the “Warrant Shares”),
(ii) 350,000 units (the “Units”), with each Unit consisting of one share of the Company’s Common Stock and one warrant to purchase one share of the Company’s Common Stock, (iii) 350,000 shares of the Company’s
Common Stock underlying the Units (the “Unit Shares”), (iv) 350,000 warrants underlying the Units (the “Unit Warrants”), and (v) 350,000 shares of the Company’s Common Stock issuable upon the exercise of the Unit
Warrants (the “Unit Warrant Shares”). The Warrant Shares, the Units, the Unit Shares, and the Unit Warrant Shares are collectively referred to herein as the “Securities.”
In connection with our representation, we have examined: (i) the Registration Statement; (ii) the Company’s Second Amended and Restated
Certificate of Incorporation and Bylaws, as amended to date; (iii) resolutions of the Company’s Board of Directors authorizing the issuance of the securities subject to the Registration Statement, together with certain related matters; and
(iv) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion. In all such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and
instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. We have, among other things, relied upon certificates of public officials and, as to various factual matters, certificates of
officers of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Securities covered by the Registration Statement have been duly authorized and, upon issuance in accordance with the terms of any applicable
agreements and receipt of the consideration contemplated thereby, will be validly issued, fully paid and nonassessable.
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BOSTON
BRUSSELS
CHICAGO
DETROIT
JACKSONVILLE
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LOS ANGELES
MADISON
MILWAUKEE
NEW YORK
ORLANDO
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SACRAMENTO
SAN DIEGO
SAN DIEGO/DEL MAR
SAN FRANCISCO
SILICON VALLEY
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TALLAHASSEE
TAMPA
TOKYO
WASHINGTON, D.C.
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United Insurance Holdings Corp.
December 23, 2008
Page 2
2. When
the Unit Warrants are duly executed and authenticated in accordance with the applicable warrant agreement and issued, delivered, sold and paid for as part of the Units, as contemplated by the Registration Statement, such Unit Warrants will be
legally binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other
similar statutes, rules, regulations or other laws affecting the enforcement of creditors’ rights and remedies generally and (b) the unavailability of, or limitation on the availability of, specific performance or injunctive relief or a
particular right or remedy (whether in a proceeding in equity or at law) because of an equitable principle or a requirement as to commercial reasonableness, conscionability, or good faith.
The opinions set forth in this letter are limited solely to the federal laws of the United States of America and the Delaware General Corporation Law,
and as to the Unit Warrants constituting a legally binding obligation of the Company, solely with respect to the laws of the State of New York. We express no opinion as to the laws of any other jurisdiction.
We consent to the use of this opinion as an exhibit to the Registration Statement and the references to our firm therein. In giving our consent, we do
not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.
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Very truly yours,
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/s/ FOLEY & LARDNER LLP
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FOLEY & LARDNER LLP
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