UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 8, 2019 (February 4, 2019)
THE NAVIGATORS GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 0-15886 | 13-3138397 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
400 Atlantic Street, 8th Floor
Stamford, Connecticut 06901
(Address of Principal Executive Offices) (Zip Code)
(203) 905-6090
(Registrant’s telephone number, including area code)
N/A
(Registrant’s 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 4, 2019, it was announced that, upon the completion of the merger and other transactions contemplated by the Agreement and Plan of Merger (“Merger Agreement”), dated as of August 22, 2018, by and among The Navigators Group, Inc. (the “Company”), The Hartford Financial Services Group, Inc. (“The Hartford”) and Renato Acquisition Co., whereby the Company will become a wholly owned subsidiary of The Hartford, Stanley A. Galanski, who has served as President and Chief Executive Officer of the Company since 2003, will assume an executive advisory role during a transition period. Mr. Galanski will continue to perform his duties as President and Chief Executive Officer of the Company through the completion of the merger and the other transactions contemplated by the Merger Agreement.
Forward Looking Statements
Certain information in this communication constitutes “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “seeks” or words of similar meaning, or future or conditional verbs, such as “will,” “should,” “could,” “may,” “aims,” “intends,” or “projects.” However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. These statements may relate to risks or uncertainties associated with:
| • | the satisfaction of the conditions precedent to the consummation of the proposed merger, including, without limitation, the timely receipt of regulatory approvals (or any conditions, limitations or restrictions placed on such approvals); |
| • | unanticipated difficulties or expenditures relating to the proposed merger; |
| • | the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require the Company to pay a termination fee or reimburse The Hartford for certain of its expenses; |
| • | legal proceedings, judgments or settlements, including those that may be instituted against the Company, its board of directors, executive officers and others following the announcement of the proposed merger; |
| • | disruptions of current plans and operations caused by the announcement and pendency of the proposed merger; |
| • | potential difficulties in employee retention due to the announcement and pendency of the proposed merger; |
| • | the response of customers, policyholders, brokers, service providers, business partners and regulators to the announcement of the proposed merger; and |
| • | other factors described in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on February 22, 2018. |
The Company can give no assurance that the expectations expressed or implied in the forward-looking statements contained herein will be attained. The forward-looking statements are made as of the date of this communication, and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
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.
| THE NAVIGATORS GROUP, INC. (Registrant) | ||||||
| Date: February 8, 2019 | By: | /s/ Emily B. Miner | ||||
| Name: Emily B. Miner | ||||||
| Title: Senior Vice President and General Counsel | ||||||