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AFSI > SEC Filings for AFSI > Form 8-K on 10-Jun-2013All Recent SEC Filings

Show all filings for AMTRUST FINANCIAL SERVICES, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for AMTRUST FINANCIAL SERVICES, INC.


10-Jun-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year,


Item 5.03 Amendment to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On June 7, 2013, AmTrust Financial Services, Inc. (the "Company") filed a Certificate of Designations (the "Certificate of Designations") with the Delaware Secretary of State. The Company adopted the Certificate of Designations with respect to its 6.75% Non-Cumulative Preferred Stock, Series A, $0.01 par value per share, with a liquidation preference of $25.00 per share (the "Series A Preferred Stock") in connection with the pricing of a public offering of the Series A Preferred Stock on June 3, 2013.

For a description of the Certificate of Designations governing the Series A Preferred Stock, reference is made to the information set forth under the heading "Description of the Series A Preferred Stock" in the Company's Prospectus Supplement, dated June 3, 2013, to the Prospectus, dated October 13, 2010, which constitutes a part of the Company's shelf registration statement on Form S-3 (File No. 333-169520), previously filed with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act"), which information is hereby incorporated herein by reference.

A legal opinion relating to the validity of the Series A Preferred Stock is attached hereto as Exhibit 5.1.



Item 8.01 Other Events.

On June 3, 2013, the Company entered into an Underwriting Agreement with Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the several underwriters named therein (the "Underwriters"), relating to the issuance and sale by the Company of its Series A Preferred Stock. The securities have been registered under the Act, pursuant to the Company's shelf registration statement on Form S-3 (File No. 333- 169520) previously filed with the SEC under the Act.

 Item 9.01 Exhibits.



(d) Exhibits.



Exhibit No.     Description

1.1             Underwriting Agreement, dated June 3, 2013, by and among AmTrust
                Financial Services, Inc. and Morgan Stanley & Co. LLC and UBS
                Securities LLC, as representatives of the several underwriters
                named therein

3.1             Certificate of Designations of 6.75% Non-Cumulative Preferred
                Stock, Series A

4.1             Form of stock certificate evidencing 6.75% Non-Cumulative
                Preferred Stock, Series A

5.1             Opinion of Sidley Austin LLP

23.1            Consent of Sidley Austin LLP (included in Exhibit 5.1)


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