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): September 2, 2008
DARWIN PROFESSIONAL UNDERWRITERS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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001-32883
(Commission
File Number)
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03-0510450
(IRS Employer
Identification No.) |
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9 Farm Springs Road
Farmington, Connecticut
(Address of Principal Executive Offices)
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06032
(Zip Code) |
(860) 284-1300
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ 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))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
As previously announced on June 30, 2008, Darwin Professional Underwriters, Inc. (“Darwin”) entered
into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 27, 2008, with
Allied World Assurance Company Holdings, Ltd (“Allied World”) and Allied World Merger Company, a
wholly owned subsidiary of Allied World.
On September 2, 2008, Darwin issued a press release announcing that September 15, 2008 will be the
record date for determination of stockholders entitled to receive notice of, and vote at, a special
meeting of stockholders. The purpose of this special meeting will be to consider and vote on a
proposal to adopt the Merger Agreement, pursuant to which Darwin would be acquired by Allied World.
The date, time and location of the special meeting will be announced at a later time.
A copy of the press release announcing the record date is attached as Exhibit 99.1 to this report
on Form 8-K and is incorporated herein by reference.
Participants in the Solicitation
The directors and executive officers of Darwin may be deemed to be participants in the solicitation
of proxies in respect of the proposed merger. Information regarding Darwin’s directors and
executive officers is available in Darwin’s proxy statement for its 2008 Annual Meeting filed with
the Securities and Exchange Commission (the “SEC”) on April 7, 2008. Additional information
regarding the interests of such directors and executive officers in the solicitation of proxies in
connection with the proposed merger is included in the preliminary proxy statement filed with the
SEC on August 8, 2008 and will be contained in the definitive proxy statement when it becomes
available.
Additional Information
In connection with the proposed merger, Darwin filed a preliminary proxy statement with the SEC on
August 8, 2008. Investors and securities holders are strongly advised to read the preliminary
proxy statement and the definitive proxy statement when it becomes available, before making any
voting or investment decisions. Once available, investors will be able to obtain the definitive
proxy statement, as well as other filings containing information about Darwin, free of charge, at
the website maintained by the SEC at www.sec.gov. Copies of the definitive proxy statement and
other filings made by Darwin with the SEC can also be obtained, free of charge, by visiting
Darwin’s website at www.darwinpro.com.
Cautionary Statement Regarding Forward-Looking Statements
Any forward-looking statements made in this press release reflect Darwin’s current views with
respect to future events and financial performance and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks
and uncertainties, which may cause actual results to differ materially from those set forth in
these statements. For example, Darwin’s forward-looking statements could be affected by the
occurrence of any event, change or other circumstances that could give rise to the termination of
the merger agreement; the inability to obtain Darwin’s stockholder approval or the failure to
satisfy other conditions to completion of the merger; risks that the proposed transaction disrupts
current plans and operations; the ability to recognize the benefits of the merger; the amount of
the costs, fees, expenses and charges related to the merger; pricing and policy term trends;
increased
competition; the impact of acts of terrorism and acts of war; greater frequency or severity of
unpredictable catastrophic events; investigations of market practices and related settlement terms;
negative rating agency actions; the adequacy of Darwin’s loss reserves; Darwin or its subsidiaries
becoming subject to significant income taxes in the United States or elsewhere; changes in
regulations or tax laws; changes in the availability, cost or quality of reinsurance or
retrocessional coverage; adverse general economic conditions; and judicial, legislative, political
and other governmental developments, as well as management’s response to these factors, and other
factors identified in Darwin’s filings with the SEC. Investors are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date on which they are
made. Darwin is under no obligation (and expressly disclaims any such obligation) to update or
revise any forward-looking statement that may be made from time to time, whether as a result of new
information, future developments or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
99.1
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Press Release, dated as of September 2, 2008. |