UNICO AMERICAN CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Regulation FD Disclosure
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information disclosed in the section titled "Executive Leadership Update"
and "Employment Arrangement with
Report on Form 8-K are incorporated by reference to this Item 5.02.
Item 7.01. Regulation FD Disclosure.
Review of Certain Matters by the Audit Committee of the Board of Directors of
the Company
As previously disclosed, on
("Crusader"), a subsidiary of
the
Administrative Supervision Agreement, dated as of
"Supervision Agreement"), pursuant to which, among other things, the CDI
appointed a Special Examiner to provide supervision and regulatory oversight of
Crusader.
The Supervising Examiner has advised Crusader that a deficiency exists in
certain funds being held in a fiduciary capacity by
Inc.
the California Insurance Code, Unifax is required to hold certain premium
payment funds received from policyholders as fiduciary funds in a trust account
maintained for Crusader's benefit. The Supervising Examiner advised Crusader
that it believes that the deficiency in the fiduciary funds account of Unifax
was approximately
the Supervising Examiner regarding the deficiency and how to address and
eliminate it.
The Audit Committee of the Company's Board of Directors has retained counsel
with the assistance of a forensic accountant to conduct an independent
investigation, which is ongoing, into the deficiency in the fiduciary funds
account of Unifax and any related internal controls.
Executive Leadership Update
On
Company and its subsidiaries, and to improve the responsiveness of management of
the Company to the Board, the Board concluded that it would be in the best
interests of the Company and its stockholders to remove
Chief Executive Officer, President, Chief Operations Officer of the Company,
effective immediately. The Board also approved the removal of
the Chief Executive Officer, President and Chief Operations Officer of Crusader
and removal from any officer positions that he held with the Company's other
subsidiaries, in the case of Crusader, subject to and effective upon the
approval of the Special Examiner of Crusader pursuant to the Supervision
Agreement.
as an officer of the Company or any of its subsidiaries, subject again, in the
case of Crusader, to the prior approval of the Special Examiner pursuant to the
Supervision Agreement.
Concurrently with the removal of
above, the Board appointed
President, and Chief Operations Officer of the Company, Crusader and the
Company's other subsidiaries, which in the case of Crusader, is subject to and
effective upon the approval of the Special Examiner pursuant to the Supervision
Agreement.
role he has held since 2020, which he will continue to hold. Prior to being
appointed as Chief Executive Officer, President and Chief Operations Officer of
the Company,
Compensation Committee and
ceased serving in those positions as of the effective date of his appointment as
Chief Executive Officer, President and Chief Operations Officer of the Company.
Since 2015,
Blonder Tongue Labs, Inc., a publicly traded company currently listed on the
York Stock Exchange
2009.
Management, LLC
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Employment Arrangement with
In connection with
Chief Operations Officer and Secretary of the Company, Crusader and the
Company's other subsidiaries, the Company will pay
connection with his services. Other than his current engagement as the Company's
Chairman of the Board and prior service as a member of the Board,
had no other relationships or transactions with the Company.
Disclaimer of Filing
Except as otherwise indicated in this Current Report on Form 8-K, the
information in Item 7.01 is furnished pursuant to Item 7.01, and shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section. This Current Report on Form 8-K will not be deemed
an admission as to the materiality of any information in the Report that is
required to be disclosed solely by Regulation FD.
Forward Looking Statements
This Current Report on Form 8-K may contain "forward-looking statements" within
the meaning of the federal securities laws, including Section 27A of the
Securities Act of 1933, as amended (or "the Securities Act"), and Section 21E of
Exchange Act. In this context, forward-looking statements are not historical
facts and include statements about the Company's plans, objectives, beliefs and
expectations. Forward-looking statements include statements preceded by,
followed by, or that include the words "believes," "expects," "anticipates,"
"seeks," "plans," "estimates," "intends," "projects," "targets," "should,"
"could," "may," "will," "can," "can have," "likely," the negatives thereof or
similar words and expressions.
Forward-looking statements are only predictions and are not guarantees of future
performance. These statements are based on current expectations and assumptions
involving judgments about, among other things, future economic, competitive and
market conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the Company's
control. These predictions are also affected by known and unknown risks,
uncertainties and other factors that may cause the Company's actual results to
be materially different from those expressed or implied by any forward-looking
statement. Many of these factors are beyond the Company's ability to control or
predict. The Company's actual results could differ materially from the results
contemplated by these forward-looking statements due to a number of factors.
Such factors include, but are not limited to, the Company's ability to continue
to operate as a "going concern;" Crusader's ongoing runoff; substantial
historical net losses of Crusader, the principal subsidiary of the Company,
which may continue in the future; failure to meet minimum capital and surplus
requirements of property and casualty insurance companies; limitations on the
amount of dividends, if any, that Crusader can declare and pay to the Company in
the future; possible restrictions on new business that may be written by
Crusader by its principal insurance regulator because of its reduced
policyholder surplus; vulnerability to climate change and significant
catastrophic property loss; the impact of the recent coronavirus pandemic; a
change in accounting standards, including those issued by the
Accounting Standards Board
of loss and loss adjustment expense reserves to cover future losses; changes in
federal or state tax laws; ability to realize deferred tax assets; ability to
accurately underwrite risks and charge adequate premium; ability to obtain
reinsurance or collect from reinsurers and or losses in excess of reinsurance
limits; extensive regulation and legislative changes; reliance on subsidiaries
to satisfy obligations, including privacy and data protection laws; changes in
interest rates; investments subject to credit, prepayment and other risks;
geographic concentration; reliance on independent insurance agents and brokers;
insufficient reserve for doubtful accounts; litigation; enforceability of
exclusions and limitations in policies; reliance on information technology
systems; ability to prevent or detect acts of fraud with disclosure controls and
procedures; change in general economic conditions; dependence on key personnel;
ability to attract, develop and retain employees and maintain appropriate
staffing levels; insolvency, financial difficulties, or default in performance
of obligations by parties with significant contracts or relationships; ability
to effectively compete; maximization of long-term value which may sometimes
conflict with short-term earnings expectations; control by a small number of
shareholders; failure to maintain effective system of internal controls;
difficulty in effecting a change of control or sale of any subsidiaries; the
negative impact of emerging claim and coverage issues; risk management framework
could prove inadequate; single operating location; systems damage, failures,
interruptions, cyber-attacks and intrusions, or unauthorized data disclosures;
delays and cost overruns in connection with the upgrade of its legacy
information technology system; levy assessments by various underwriting pools
and programs; limited trading of stock; no assurance of dividend declaration in
the future so returns may be limited to stock value; and significant costs and
substantial management time devoted to operating as a public company.
Please see Part I - Item 1A - "Risk Factors" in the Company's 2020 Annual Report
on Form 10-K as filed with the
and Part II - Item 1A - "Risk Factors" in the Company's Quarterly Report on Form
10-Q for the quarter ended
other documents the Company files or furnishes with the
for other important risks and uncertainties that could cause the Company's
actual results to differ materially from its current expectations and from the
forward-looking statements discussed herein. Because of these and other risks,
uncertainties and assumptions, you should not place undue reliance on these
forward-looking statements. In addition, these statements speak only as of the
date of this and, except as may be required by law, the Company undertakes no
obligation to revise or update publicly any forward-looking statements, whether
as a result of changed circumstances, new information, future events or
otherwise, for any reason.
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