8-K 1 d619882d8k.htm 8-K 8-K

 

 

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 25, 2018

 

 

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 8.01.

Other Events.

On September 25, 2018, The Navigators Group, Inc. (the “Company”) issued a press release announcing the expiration of the go-shop period pursuant to the terms of the previously announced Agreement and Plan of Merger, dated August 22, 2018, by and among the Company, Hartford Financial Services Group, Inc. (“The Hartford”) and Renato Acquisition Co., pursuant to which the Company will become a wholly owned subsidiary of The Hartford.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

(d)     Exhibits:

 

Exhibit No.

  

Description

99.1    Press Release of The Navigators Group, Inc. dated September 25, 2018

 


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Press Release of The Navigators Group, Inc. dated September 25, 2018

 


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: September 25, 2018

   

By:

 

/s/ Emily B. Miner

   

Name:

 

Emily B. Miner

   

Title:

 

Senior Vice President and General Counsel