UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 30, 2013 (January 29, 2013)
Atlas Financial Holdings, Inc.
(Exact name of Registrant as specified in its charter)
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Commission File Number
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000-54627
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CAYMAN ISLANDS
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27-5466079
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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150 NW POINT BOULEVARD
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60007
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Elk Grove Village, IL
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(Zip Code)
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(Address of principal executive offices)
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Registrant's telephone number, including area code:
(847) 472-6700
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 communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material 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))
Item 3.03 Material Modification to Rights of Security Holders.
On October 26, 2012, the board of directors of Atlas Financial Holdings, Inc. (“Atlas”, “we”, “us”, or “our”) approved a one-for-three share consolidation or reverse stock split (the “Reverse Split”) of our outstanding ordinary shares, par value $0.001 per share (the “Ordinary Shares”) and our outstanding restricted voting common shares, par value $0.001 per share (the “Restricted Shares”) such that the number of our authorized Ordinary Shares and Restricted Shares is decreased, and the par value of each Ordinary Share and Restricted Share is increased, by a ratio of one-for-three. The Reverse Split was duly approved by a majority of our stockholders on December 7, 2012. Pursuant to the Reverse Split, every three (3) shares of our issued and outstanding Ordinary Shares and Restricted Shares as presently classified were, effective January 29, 2013, reclassified and combined into one (1) whole Ordinary Share or Restricted Share, respectively. No fractional Ordinary Shares or Restricted Shares will be issued in connection with the Reverse Split. Any fractional shares will be rounded up.
In addition, there was a corresponding reduction in our authorized Ordinary Shares and Restricted Shares such that the number of Ordinary Shares authorized decreased from 800,000,000 to 266,666,667 and the number of Restricted Shares authorized decreased from 100,000,000 to 33,333,333. The Reverse Split was effected on January 29, 2013, and the post-split shares will begin trading on the TSX Venture Exchange at the opening of business on January 31, 2013, or at such time thereafter as trading occurs.
Immediately upon effecting the Reverse Split, each shareholder's percentage ownership interest in us and proportional voting power remained virtually unchanged except for minor changes resulting from rounding fractional shares into whole shares. The rights and privileges of the holders of our Ordinary Shares and Restricted Shares were substantially unaffected by the Reverse Split. All issued and outstanding options, warrants, and convertible securities were appropriately adjusted for the Reverse Split.
Item 5.03 Amendments to Articles of Incorporation
In connection with the Reverse Split described in Item 3.03 of this Current Report and as more fully described in our proxy statement on Schedule 14A filed with Securities and Exchange Commission on November 13, 2012, we filed a special resolution (the “Special Resolution”) with the Registrar of Companies in the Cayman Islands amending Article Six of our Amended and Restated Memorandum of Association (the “Amended Memorandum”) on January 29, 2013. Upon acceptance of the Special Resolution by the Registrar of Companies in the Cayman Islands, the Special Resolution will be incorporated into and deemed a part of the Amended Memorandum. A copy of the Special Resolution is attached to this Form 8-K as Exhibit 3.1.
Item 8.01. Other Information.
On January 29, 2013, the Company issued a press release announcing the Reverse Split. A copy of such press release is attached as Exhibit 99.1 hereto.
On January 29, 2013, the Company issued a press release announcing the commencement of its initial public offering. A copy of such press release is attached as Exhibit 99.2 hereto.
Item 9.01 Exhibits
(d) Exhibits
Exhibit
No.
Description
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3.1
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Special Resolution amending Article Six of the Amended and Restated Memorandum of Association, filed with the Registrar of Companies in the Cayman Islands on January 29, 2013.
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99.1
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Press Release dated January 29, 2013.
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99.2
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Press Release dated January 29, 2013.
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Signature
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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Date: January 30, 2013
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Atlas Financial Holdings, Inc.
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By:
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/s/ Paul Romano
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Name: Paul Romano
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Title: Vice President and Chief Financial Officer
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CERTIFIED RESOLUTIONS
of
Atlas Financial Holdings, Inc.
(the “Company”)
Codan Trust Company (Cayman) Limited, Registered Office of the Company, certifies that the following is a true extract of the minutes of a meeting of the Members of the Company dated 7 December 2012 and that such resolutions are still in force and effect as at the date hereof.
Special resolution to effect a share consolidation:
”
RESOLVED AS A SPECIAL RESOLUTION TO
effect a share consolidation of the Company's ordinary shares and restricted voting common shares at a ratio of one-for-three such that the number of the Company's ordinary shares and restricted shares is decreased and the par value of each ordinary share and restricted share is increased by that ratio, such special resolution to become effective upon the Company's receipt of a written letter from an underwriter or underwriters indicating that such underwriter or underwriters are ready, willing and able to proceed with an offering by the Company that enables the Company to meet all of the Nasdaq listing requirements.”
Special Resolution for approval of an amendment to the Articles of Association to reflect the share consolidation:
“
RESOLVED AS A SPECIAL RESOLUTION THAT
upon the foregoing special resolution becoming effective, Article 6 of the Company's Memorandum of Association shall be amended to read as follows:
“The capital of the Company is US$1,000,000 divided into 266,666,667 ordinary shares of par value US$0.003 each, 100,000,000 preferred shares of par value US$0.001 each, and 33,333,333 restricted voting common shares of par value US$0.003 each provided always that subject to the Law and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights of to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.”
Dated this 21
st
day of January 2013
By:
_________________________
Codan Trust Company (Cayman) Limited
Registered Office
EXHIBIT 99.1
Atlas Implements Previously Announced Share Consolidation
Chicago, Illinois - January 29, 2013 - Atlas Financial Holdings, Inc. (TSX.V: AFH)
(“Atlas” or the “Company”) announced that effective today it has implemented its previously announced share consolidation (or reverse stock split), as approved by shareholders of the Company at the extraordinary general meeting of shareholders held on December 7, 2012 (the “Meeting”). The ordinary shares are expected to begin trading on a consolidated basis on the TSX Venture Exchange on or about January 31, 2013.
As a result of the consolidation, every 3 of the Company's issued and outstanding ordinary shares, par value $.001 per share (the “Ordinary Shares”), and restricted voting common shares, par value $.001 per share (the “Restricted Shares”) have been automatically combined into one Ordinary Share or one Restricted Share, as the case may be. The par value for the Ordinary Shares and the Restricted Shares will be increased to US$0.003 each. Therefore, as of today, the capital of the Company, as reflected in its amended Memorandum of Association, is US$1,000,000 divided into 266,666,667 Ordinary Shares of par value US$0.003 each, 100,000,000 preferred shares of par value US$0.001 each, and 33,333,333 Restricted Shares of par value US$0.003 each. Any fractional shares resulting from the consolidation will be rounded up to the nearest whole share.
A new CUSIP number of G06207115 replaces the pre-consolidation CUSIP number of G06207107 to distinguish between the pre and post-consolidated Ordinary Shares. The Company's trading symbol remains unchanged. The consolidation will have the effect of reducing the number of issued and outstanding Ordinary Shares from approximately 5.1 million shares pre-consolidation to approximately 1.7 million shares post-consolidation.
Letters of transmittal describing the details of the share consolidation and the process by which shareholders can exchange their share certificates for the consolidated Ordinary Shares have been mailed to registered shareholders. Registered shareholders may also obtain copies of the letter of transmittal by contacting their broker or other intermediary or the Company's transfer agent, Equity Financial Trust Company. Shareholders who hold their shares through their broker or other intermediary and do not have actual share certificates registered in their name will not be required to complete and return a letter of transmittal.
Any questions, including requests for additional copies of the letter of transmittal, should be directed to the Company's transfer agent, Equity Financial Trust Company at (416) 361-0152 Ext. 205 or by sending an e-mail to
investor@equityfinancialtrust.com
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About Atlas Financial Holdings, Inc.
The primary business of Atlas is commercial automobile insurance in the United States, with a niche market orientation and focus on insurance for the "light" commercial automobile sector including taxi cabs, non-emergency paratransit, limousine/livery and business auto. The business of Atlas is carried on through its insurance subsidiaries American Country Insurance Company, American Service Insurance Company, Inc. and Gateway Insurance Company. Atlas' insurance subsidiaries have decades of experience with a commitment to being an industry leader in these specialized areas of insurance.
Forward-looking Statements
This release includes forward-looking statements regarding Atlas and its insurance subsidiaries and businesses. Such statements are based on the current expectations of the management of each entity. The words "anticipate", "expect", "believe", "may", "should", "estimate", "project", "outlook", "forecast" or similar words are used to identify such forward looking information. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company and its subsidiaries, including risks regarding the insurance industry, economic factors and the equity markets generally and the risk factors discussed in the "Risk Factors" section of the Company's Form 10-K for the year ended December 31, 2011. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Atlas and its subsidiaries undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contact Information:
At the Company
Investor Relations
Atlas Financial Holdings, Inc.
The Equity Group Inc.
Scott Wollney,CEO
Adam Prior, Vice President
Phone: 847-700-8600
212-836-9606
swollney@atlas-fin.com
aprior@equityny.com
Terry Downs, AE
212-836-9615
tdowns@equityny.com
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EXHIBIT 99.2
Atlas Commences Public Offering
Chicago, Illinois - January 29, 2013 - Atlas Financial Holdings, Inc. (TSX.V: AFH)
(“Atlas” or the “Company”) today announced that it has commenced an underwritten public offering of 4,630,000 ordinary shares, of which 1,500,000 shares are being offered by the Company and 3,130,000 shares are being offered by an existing shareholder of the Company. These share counts reflect the one-for-three reverse stock split effective today as previously disclosed by the Company.
Upon the closing of the offering, the Company expects that its ordinary shares will be listed on the Nasdaq Capital Market, under the symbol “AFH” and will remain listed on the TSX Venture Exchange under the same symbol.
Sandler O'Neill + Partners, L.P. is acting as the book-running manager for the offering. Sterne, Agee & Leach, Inc., EarlyBirdCapital, Inc. and Sidoti & Company LLC are acting as co-managers for the offering in the United States. Canaccord Genuity Corp. is acting as lead underwriter in connection with the offering in Canada. The underwriters will have a 30-day option to purchase up to an additional 15% of the offered amount of ordinary shares from Atlas to cover over-allotments, if any.
Atlas has filed a registration statement on Form S-1 (File No. 333-183276), including a prospectus, with the SEC for the offering to which this communication relates. The offering will also be made in Canada pursuant to a short form prospectus filed in the provinces of Ontario, Alberta and British Columbia. Prospective investors should read the prospectus in the registration statement and other documents that the Company has filed for more complete information about the Company and the offering. Investors may obtain these documents without charge by visiting EDGAR on the SEC or SEDAR websites at
www.sec.gov
and
www.sedar.com
, respectively. Alternatively, copies of the U.S. written prospectus may be obtained from Sandler O'Neill + Partners, 1251 Avenue of The Americas, 6th Floor, New York, NY 10020, (866) 805-4128, and copies of the Canadian short form prospectus may be obtained from Canaccord Genuity Corp., 161 Bay Street, 30
th
Floor, Toronto, Ontario, Canada, M5J 2S1.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted in the United States prior to the time the registration statement becomes effective, and in Canada until a final receipt for the short form prospectus is obtained from the Canadian securities regulatory authorities.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Atlas Financial Holdings, Inc.
The primary business of Atlas is commercial automobile insurance in the United States, with a niche market orientation and focus on insurance for the "light" commercial automobile sector including taxi cabs, non-emergency para-transit, limousine/livery and business auto. The business of Atlas is carried on through its insurance subsidiaries American Country Insurance Company, American Service Insurance Company, Inc. and Gateway Insurance Company. Atlas' insurance subsidiaries have decades of experience with a commitment to being an industry leader in these specialized areas of insurance.
Forward-looking Statements
This release includes forward-looking statements regarding Atlas and its insurance subsidiaries and businesses. Such statements are based on the current expectations of the management of each entity. The words "anticipate", "expect", "believe", "may", "should", "estimate", "project", "outlook", "forecast" or similar words are used to identify such forward looking information. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company and its subsidiaries, including risks regarding the insurance industry, economic factors and the equity markets generally and the risk factors discussed in the "Risk Factors" section of the Company's registration statement on Form S-1 and the Canadian short form prospectus. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Atlas and its subsidiaries undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contact Information:
At the Company
Investor Relations
Atlas Financial Holdings, Inc.
The Equity Group Inc.
Scott Wollney, CEO
Adam Prior, Vice President
Phone: 847-700-8600
212-836-9606
swollney@atlas-fin.com
aprior@equityny.com
Terry Downs, AE
212-836-9615
tdowns@equityny.com
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