Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): April 19, 2012

 

 

Enstar Group Limited

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda   001-33289   N/A

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

P.O. Box HM 2267, Windsor Place, 3rd Floor

18 Queen Street, Hamilton HM JX Bermuda

  N/A
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (441) 292-3645

 

 

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 (see General Instruction A.2. below):

 

¨ 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))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 19, 2012, Enstar Group Limited (the “Company”) entered into letter agreements with Dominic F. Silvester and Richard J. Harris amending their existing employment agreements with the Company. The letter agreements extend the existing employment agreements with Messrs. Silvester and Harris for a five-year term commencing as of January 1, 2012. The current term of their employment agreements would have expired on April 30, 2012, although they were scheduled to renew for an additional one-year period.

Mr. Silvester will continue to serve as the Company’s Chief Executive Officer and Mr. Harris will continue to serve as the Company’s Chief Financial Officer. Each letter agreement provides that if the officer fails to remain employed through the new five-year term (except in the event the officer’s employment is terminated by the Company without cause or by the officer with good reason), the noncompetition covenant in the respective officer’s employment agreement will apply for an eighteen-month period following the date employment ceases.

 

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SIGNATURES

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 thereunto duly authorized.

 

    ENSTAR GROUP LIMITED
Date: April 25, 2012    

By: /s/ Richard J. Harris

    Richard J. Harris
    Chief Financial Officer

 

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