UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) July 1, 2009
SPECIALTY UNDERWRITERS’ ALLIANCE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware
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000-50891
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20-0432760
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer ID
Number)
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222 South Riverside Plaza,
Chicago, Illinois
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60606
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s Telephone
Number, including area
code:
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(888) 782-4672
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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:
o
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Explanatory Note
: This Current Report on Form 8-K/A (Amendment No. 1) amends the Form 8-K filed by
Specialty Underwriters’ Alliance, Inc. on July 2, 2009 solely to file the disclosure below under
Item 5.02, which had previously inadvertently been filed under Item 5.01 due to a transmission
error during the filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On July 1, 2009, Mr. Peter E. Jokiel resigned as a member of the board of directors (the “Board”)
of Specialty Underwriters’ Alliance, Inc. (the “Company”) effective immediately. Mr. Jokiel was a
member of the Executive Committee of the Board. His decision to resign was not as a result of any
disagreement with the Company or its management.
Concurrently with Mr. Jokiel’s resignation, upon the recommendation of the Nominating and Corporate
Governance Committee of the Company (the “Committee”), the Board appointed Mark E. Pape to fill the
vacancy created by Mr. Jokiel’s resignation. Mr. Pape was appointed as a director pursuant to the
previously disclosed agreement entered into by and among the Company and Hallmark Financial
Services, Inc. (“Hallmark”), American Hallmark Insurance Company of Texas (“American Hallmark”),
Hallmark Specialty Insurance Company (“Hallmark Specialty”), Mark E. Schwarz, C. Gregory Peters,
Mark E. Pape and Robert M. Fishman on June 5, 2009 (the “Agreement”). Under the terms of the
Agreement, the Company agreed that the Committee would meet with two individuals nominated by
Hallmark and, to the extent the Committee found any such persons qualified to serve as a director
of the Company, recommend one such person to the Board to be appointed as a director simultaneously
with Mr. Jokiel’s resignation. Mr. Pape was appointed to the Board pursuant to this procedure.
There are no related party transactions between the Company and Mr. Pape. Mr. Pape has not been
appointed to serve on any committees of the Board.
A copy of the press release dated July 1, 2009 announcing the appointment of Mr. Pape is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Shell Company Transactions.
None.
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