As filed with the Securities and Exchange Commission on June 6, 2013
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNIVERSAL INSURANCE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 65-0231984 | |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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1110 West Commercial Boulevard Fort Lauderdale, Florida |
33309 | |
| (Address of principal executive offices) | (Zip Code) | |
UNIVERSAL INSURANCE HOLDINGS, INC.
SECOND AMENDED AND RESTATED 2009 OMNIBUS INCENTIVE PLAN, AS AMENDED
(Full title of the plan)
Sean P. Downes
President and Chief Executive Officer
1110 West Commercial Boulevard
Fort Lauderdale, Florida 33309
Telephone (954) 958-1200
Facsimile (954) 958-1202
(Name, address, telephone number, including area code, of agent for service)
with a copy to:
Alissa A. Parisi, Esq.
K&L Gates LLP
1601 K Street, NW
Washington, DC 20006
Telephone (202) 778-9000
Facsimile (202) 778-9100
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered |
Amount to be registered |
Proposed
maximum
per share |
Proposed maximum aggregate offering price |
Amount of
registration fee |
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Common Stock, par value $0.01 per share(1) |
3,000,000 shares | $6.88(2) | $20,640,000 | $2,816 | ||||
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| (1) | This Registration Statement registers an additional 3,000,000 shares of common stock of Universal Insurance Holdings, Inc. (the “Company”) issuable pursuant to the Company’s Second Amended and Restated 2009 Omnibus Incentive Plan, as amended (the “Incentive Plan”). This Registration Statement also covers an indeterminate number of additional shares of common stock that become issuable under the Incentive Plan as a result of stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”). Our Incentive Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted shares of common stock, restricted stock units, performance share or unit awards, other stock-based awards and cash-based incentive awards. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. The fee is calculated on the basis of the average of the high and low prices for the Company’s common stock reported on the NYSE MKT, LLC on May 31, 2013. |
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EXPLANATORY NOTE
Universal Insurance Holdings, Inc. (the “Company”) has filed this Registration Statement to register under the Securities Act of 1933, as amended (the “Securities Act”), the offer and sale of an additional 3,000,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), pursuant to the Company’s Second Amended and Restated 2009 Omnibus Incentive Plan, as amended (the “Incentive Plan”). Effective upon the approval of the Company’s shareholders on June 6, 2013, the Incentive Plan was amended to add 3,000,000 shares of Common Stock to the reserve available for new awards.
On (i) December 8, 2009, the Company filed a registration statement on Form S-8 (File No. 333-163564) (the “Original Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register the offer and sale of 1,800,000 shares of Common Stock pursuant to the Incentive Plan, (ii) May 11, 2011, the Company filed a registration statement on Form S-8 (File No. 333-174125) (the “Second Registration Statement”) with the Commission to register the offer and sale of, among other things, an additional 2,400,000 shares of Common Stock pursuant to the Incentive Plan and (iii) June 8, 2012, the Company filed a registration statement on Form S-8 (File No. 333-181994) (the “Third Registration Statement”) with the Commission to register the offer and sale of an additional 3,000,000 shares of Common Stock pursuant to the Incentive Plan. The Original Registration Statement, Second Registration Statement and Third Registration Statement are collectively referred to herein as the “Earlier Registration Statement”. Pursuant to General Instruction E to Form S-8, Part I and Items 4, 5, 6 and 7 of Part II of the Earlier Registration Statement are incorporated herein by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 3. | INCORPORATION OF DOCUMENTS BY REFERENCE |
The Company hereby incorporates by reference the following documents filed with the Commission:
| (a) | our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Commission on March 8, 2013; |
| (b) | all other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in paragraph (a) above; and |
| (c) | the description of our capital stock contained in our registration statement on Form 8-A filed with the Commission on January 11, 2007, including any amendment or report filed for the purpose of updating such description. |
Except as indicated otherwise, all documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date such documents are filed; provided, however, that the Registrant is not incorporating by reference any information furnished (but not filed) under Item 2.02 or Item 7.01 of any Current Report on Form 8-K. Each document incorporated by reference into this registration statement shall be deemed to be a part of this registration statement from the date of filing of such document with the Commission until the information contained therein is modified or superseded by any subsequently filed document which is incorporated by reference into this registration statement or, as applicable, by any document which constitutes part of the prospectus relating to our Incentive Plan meeting the requirements of Section 10(a) of the Securities Act. Any such statement so modified or superseded shall not be deemed to constitute a part of this registration statement, except as so modified or superseded.
| ITEM 8. | EXHIBITS. |
The following are filed as exhibits to this Registration Statement:
|
Exhibit
|
Description |
|
| 4.1 | Registrant’s Amended and Restated Certificate of Incorporation, as amended (1) | |
| 4.2 | Registrant’s Amended and Restated Bylaws (2) | |
| 4.3 | Certificate of Designation for Series A Convertible Preferred Stock dated October 11, 1994 (3) | |
| 4.4 | Certificate of Designations, Preferences, and Rights of Series M Convertible Preferred Stock dated August 13, 1997 (4) | |
| 4.5 | Certificate of Amendment of Amended and Restated Certificate of Incorporation dated October 19, 1998 (3) | |
| 4.6 | Certificate of Amendment of Amended and Restated Certificate of Incorporation dated December 18, 2000 (3) | |
| 4.7 | Certificate of Amendment of Certificate of Designations of the Series A Convertible Preferred Stock dated October 29, 2001 (3) | |
| 4.8 | Certificate of Amendment of Amended and Restated Certificate of Incorporation dated December 7, 2005 (5) | |
| 4.9 | Certificate of Amendment of Amended and Restated Certificate of Incorporation dated May 18, 2007 (5) | |
| 4.10 | Form of Common Stock Certificate (1) | |
| 4.11 | Second Amended and Restated 2009 Omnibus Incentive Plan (6) | |
| 4.12 | Amendment to Second Amended and Restated 2009 Omnibus Incentive Plan | |
| 5.1 | Opinion of K&L Gates LLP | |
| 23.1 | Consent of independent registered public accounting firm, Plante & Moran, PLLC | |
| 23.2 | Consent of K&L Gates LLP (included in the opinion filed as Exhibit 5.1) | |
| 24.1 | Powers of Attorney (included on the signature page hereto) | |
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| (1) | Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Commission on March 26, 2012. |
| (2) | Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Commission on January 11, 2007. |
| (3) | Incorporated by reference to the Registrant’s Annual Report on Form 10-KSB for the year ended December 31, 2002 filed with the Commission on April 9, 2003. |
| (4) | Incorporated by reference to the Registrant’s Annual Report on Form 10-KSB for the year ended April 30, 1997 filed with the Commission on August 13, 1997, as amended. |
| (5) | Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (File No. 333-163564) deemed effective on December 8, 2009. |
| (6) | Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (File No. 333-181994) deemed effective on June 8, 2012. |
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| ITEM 9. | UNDERTAKINGS. |
(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;
(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 a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(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) and (a)(1)(ii) 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 Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, 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 the purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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 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 Commission 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 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 Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on June 5, 2013.
| UNIVERSAL INSURANCE HOLDINGS, INC. | ||
| By: |
/s/ Sean P. Downes |
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| Sean P. Downes | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Each person whose signature appears below in so signing also makes, constitutes and appoints Sean P. Downes and George R. De Heer, and each of them acting alone, his or her true and lawful attorney-in-fact, with full power of substitution, for him or her in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments and post-effective amendments to this Registration Statement, with exhibits thereto and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact or his substitute or substitutes may do or cause to be done by virtue hereof.
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Signatures |
Title |
Date |
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/s/ Sean P. Downes |
President, Chief Executive Officer and Director (Principal Executive Officer) |
June 5, 2013 | ||
| Sean P. Downes | ||||
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/s/ George R. De Heer |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
June 5, 2013 | ||
| George R. De Heer | ||||
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/s/ Michael A. Pietrangelo |
Director | June 5, 2013 | ||
| Michael A. Pietrangelo | ||||
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/s/ Ozzie A. Schindler |
Director | June 5, 2013 | ||
| Ozzie A. Schindler | ||||
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/s/ Reed J. Slogoff |
Director | June 5, 2013 | ||
| Reed J. Slogoff | ||||
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/s/ Jon W. Springer |
Director | June 5, 2013 | ||
| Jon W. Springer | ||||
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/s/ Joel M. Wilentz, M.D. |
Director | June 5, 2013 | ||
| Joel M. Wilentz, M.D. | ||||
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EXHIBIT INDEX
|
Exhibit
|
Description |
|
| 4.1 | Registrant’s Amended and Restated Certificate of Incorporation, as amended (1) | |
| 4.2 | Registrant’s Amended and Restated Bylaws (2) | |
| 4.3 | Certificate of Designation for Series A Convertible Preferred Stock dated October 11, 1994 (3) | |
| 4.4 | Certificate of Designations, Preferences, and Rights of Series M Convertible Preferred Stock dated August 13, 1997 (4) | |
| 4.5 | Certificate of Amendment of Amended and Restated Certificate of Incorporation dated October 19, 1998 (3) | |
| 4.6 | Certificate of Amendment of Amended and Restated Certificate of Incorporation dated December 18, 2000 (3) | |
| 4.7 | Certificate of Amendment of Certificate of Designations of the Series A Convertible Preferred Stock dated October 29, 2001 (3) | |
| 4.8 | Certificate of Amendment of Amended and Restated Certificate of Incorporation dated December 7, 2005 (5) | |
| 4.9 | Certificate of Amendment of Amended and Restated Certificate of Incorporation dated May 18, 2007 (5) | |
| 4.10 | Form of Common Stock Certificate (1) | |
| 4.11 | Second Amended and Restated 2009 Omnibus Incentive Plan (6) | |
| 4.12 | Amendment to Second Amended and Restated 2009 Omnibus Incentive Plan | |
| 5.1 | Opinion of K&L Gates LLP | |
| 23.1 | Consent of independent registered public accounting firm, Plante & Moran, PLLC | |
| 23.2 | Consent of K&L Gates LLP (included in the opinion filed as Exhibit 5.1) | |
| 24.1 | Powers of Attorney (included on the signature page hereto) | |
| (1) | Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Commission on March 26, 2012. |
| (2) | Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Commission on January 11, 2007. |
| (3) | Incorporated by reference to the Registrant’s Annual Report on Form 10-KSB for the year ended December 31, 2002 filed with the Commission on April 9, 2003. |
| (4) | Incorporated by reference to the Registrant’s Annual Report on Form 10-KSB for the year ended April 30, 1997 filed with the Commission on August 13, 1997, as amended. |
| (5) | Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (File No. 333-163564) deemed effective on December 8, 2009. |
| (6) | Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (File No. 333-181994) deemed effective on June 8, 2012. |
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Exhibit 4.12
AMENDMENT TO THE
UNIVERSAL INSURANCE HOLDINGS, INC.
2009 OMNIBUS INCENTIVE PLAN
The Universal Insurance Holdings, Inc. 2009 Omnibus Incentive Plan, as amended and restated effective June 8, 2012 (the “Plan”), is hereby amended, effective as of March 21, 2013, as follows:
Section 4.01 of the Plan is amended by adding a new sentence at the end of that Section to read as follows:
Subject to any applicable adjustment in accordance with Section 11.07, effective as of the date of the Company’s 2013 Annual Meeting of Shareholders, the total number of shares authorized to be issued under the Plan (including with respect to Awards of Incentive Stock Options) shall be increased from 7,200,000 to 10,200,000; provided , that such increase is approved by the stockholders of the Company at the 2013 Annual Meeting of Shareholders.
[signature on following page]
EXECUTION
To record the adoption of this Amendment to the Plan, Universal Insurance Holdings, Inc. has authorized the undersigned officer to execute this Amendment as of the 21st day of March, 2013.
| UNIVERSAL INSURANCE HOLDINGS, INC. | ||
| By: |
/s/ Stephen J. Donaghy |
|
| Stephen J. Donaghy, Corporate Secretary | ||
Exhibit 5.1
June 6, 2013
Universal Insurance Holdings, Inc.
1110 West Commercial Boulevard
Fort Lauderdale, Florida 33309
Ladies and Gentlemen:
We have acted as counsel to Universal Insurance Holdings, Inc., a Delaware corporation (“Company”), in connection with a Registration Statement on Form S-8 filed by the Company on the date hereof (“Registration Statement”) with the Securities and Exchange Commission (“Commission”) under the Securities Act of 1933, as amended (“Act”), for the registration of 3,000,000 shares (“Shares”) of the Company’s common stock, par value $0.01 per share, that may be issued pursuant to the Company’s Second Amended and Restated 2009 Omnibus Incentive Plan, as amended (“Plan”).
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
(i) the Registration Statement;
(ii) the Certificate of Incorporation of the Company, as amended;
(iii) the Amended and Restated Bylaws of the Company;
(iv) the corporate action of the Company that provides for the issuance of the Shares; and
(v) the Plan.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of corporate records of the Company, and certificates of public officials and of an officer of the Company and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.
Universal Insurance Holdings, Inc.
June 6, 2013
Page 2
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies, and the authenticity of the originals of such copies.
Our opinions set forth herein are limited to the Delaware General Corporation Law.
Based upon and subject to the foregoing, it is our opinion that the Shares have been duly authorized for issuance by the Company and, when and if issued and delivered against payment therefor in accordance with the Plan and the terms of the individual award agreements, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
Very truly yours,
/s/ K&L Gates LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8, to be filed on June 6, 2013, of our report dated March 8, 2013 with respect to the consolidated financial statements and schedules, which appear in Universal Insurance Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the U.S. Securities and Exchange Commission.
/s/ Plante & Moran, PLLC
June 6, 2013