UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

  

FORM 10-K/A

(Amendment No. 1)

  

(Mark One)
  

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  

For the fiscal year ended December 31, 2008

  

or

  

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
  

For the transition period from ______________ to ______________

  

Commission File Number 000-20848

  

UNIVERSAL INSURANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

  

Delaware

65-0231984

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

  

1110 West Commercial Blvd., Suite 100, Fort Lauderdale, Florida 33309
(Address of principal executive offices)

  
Registrant’s telephone number, including area code: (954) 958-1200
  

Securities registered pursuant to Section 12(b) of the Act:

  

Title of each class

Name of each exchange on which registered

  

Common Stock, $.01 Par Value

NYSE Alternext US

  
Securities registered pursuant to Section 12(g) of the Act: None.
  

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

[ ]

Yes

[X]

No

  

         

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

[ ]

Yes

[X]

No

  

         

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

[X]

Yes

[ ]

No

  

         

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

[ ]

Yes

[ ]

No

  

         

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 

[ ]

Yes

[ ]

No

  

         

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

         

  

Large accelerated filer [ ]

 

Accelerated filer [X]

 

Non-accelerated filer [ ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 

[ ]

Yes

[X]

No

  

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold as of June 30, 2008: $66,244,055.

         

  

         

Indicate the number of shares outstanding of Common Stock of Universal Insurance Holdings, Inc. as of February 20, 2009: 38,448,172

         

 


EXPLANATORY NOTE

  

This Amendment No. 1 on Form 10-K/A is an amendment to Universal Insurance Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (“2008 Annual Report”). We are filing this Amendment No. 1 on Form 10-K/A solely for the purpose of correcting certain errors contained in the section entitled “Common Stock Held by Others” in Item 12 on page 109, which has been updated and is set forth below in its entirety with the corrections noted therein.

  

*     *     *     *

  

Common Stock Held by Others
  

As of March 1, 2009, the following table sets forth information regarding the number and percentage of Common Stock held by all persons, other than those persons listed immediately above, who are known by the Company to beneficially own or exercise voting or dispositive control over 5% or more of the Company’s outstanding Common Stock:

  

  
Name and Address

Amount and Nature of
Beneficial Ownership (1)

  
Percent of Class

Martin Steinberg, Esq., as the receiver for Lancer Offshore Inc.
c/o David E. Wells, Esq.
Hunton & Williams LLP
1111 Brickell Avenue, Suite 2500
Miami, FL 33131

4,292,535

11.2%

  

(1)

A person is deemed to be the beneficial owner of Common Stock that can be acquired by such person within 60 days of the date hereof upon the exercise of warrants or stock options or conversion of Series A and Series M Preferred Stock or convertible debt. Except as otherwise specified, each beneficial owner’s percentage ownership is determined by assuming that warrants, stock options, Series A and Series M Preferred Stock and convertible debt that are held by such a person (but not those held by any other person) and that are exercisable within 60 days from the date hereof, have been exercised or converted.

  

  

This Amendment No. 1 on Form 10-K/A to our 2008 Annual Report continues to speak as of the date of our 2008 Annual Report, and we have not updated, modified or amended any other disclosure to reflect developments since the original filing date or otherwise.