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TWGP > SEC Filings for TWGP > Form 8-K on 7-Mar-2014All Recent SEC Filings




Notice of Delisting or Failure to Satisfy a Continued Listing Rul

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On March 5, 2014, Tower Group International, Ltd. (the "Company") received a notification letter (the "Letter") from the Nasdaq Listing Qualifications Department ("Nasdaq") stating that because the Company has not yet filed its Annual Report on Form 10-K for the period ended December 31, 2013 (the "2013 Form 10-K") with the Securities and Exchange Commission (the "Commission"), it was not in compliance with the continued listing requirements under Nasdaq Listing Rule 5250(c)(1).

Pursuant to the Letter, the Company must submit a plan to Nasdaq to regain compliance with the applicable Listing Rule. Upon acceptance of the Company's updated compliance plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the 2013 Form 10-K's initial due date, or until September 2, 2014, to regain compliance with Nasdaq's filing requirements for continued listing. The Letter has no immediate effect on the listing or trading of the Company's common stock on The Nasdaq Global Market.

On March 7, 2014, the Company issued a press release disclosing the receipt of the Letter, a copy of which is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference as if fully set forth herein.

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. This Form 8-K and any other written or oral statements made by or on behalf of the Company may include forward-looking statements that reflect the Company's current views with respect to future events and financial performance. All statements other than statements of historical fact included in this Form 8-K are forward-looking statements. Forward-looking statements can generally be identified by the use of forward-looking terminology such as "may," "will," "plan," "expect," "project," "intend," "estimate," "anticipate," "believe" and "continue" or their negative or variations or similar terminology. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause the actual results of the Company to differ materially from those indicated in these statements. Please refer to the Company's filings with the Commission, including among others the Company's Annual Report on Form 10-K for the year ended December 31, 2012 and subsequent filings on Forms 10-K/A, 10-Q and 10-Q/A, for a description of the important factors that could cause the actual results of the Company to differ materially from those indicated in these statements. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Copy of press release issued by Tower Group International, Ltd. dated March 7, 2014

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