Establishment of a special committee
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 26,
2007
PROFESSIONALS
DIRECT, INC.
(Exact
name of registrant as specified
in its charter)
|
Michigan
(State
or other jurisdiction
of incorporation)
|
0-49786
(Commission
File
Number)
|
38-3324634
(IRS
Employer Identification
no.)
|
|
5211
Cascade Road, S.E.
Grand
Rapids, Michigan
(Address
of principal executive offices)
|
49546
(Zip
Code)
|
Registrant's
telephone number, including
area code: (616)
456-8899
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)).
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)).
The
Board
of Directors of the registrant has established a Special Committee of
independent directors to explore strategic alternatives to enhance shareholder
value. These alternatives could include, but are not limited to, a possible
sale
or merger, recapitalization, strategic alliance or joint venture. The Special
Committee has retained Philo Smith Capital Corporation as its financial advisor.
There
can
be no assurance that the exploration of strategic alternatives will result
in
any transaction. The registrant does not anticipate any further public comment
on this issue unless and until the Special Committee deems it necessary and
appropriate.
In
connection with the appointment of the Special Committee and the exploration
of
strategic alternatives, the registrant determined to delay its annual meeting
of
shareholders. Accordingly, the annual meeting will not be held in May as has
been the registrant’s historical practice.
SIGNATURE
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.
|
Dated: April
26, 2007
|
PROFESSIONALS
DIRECT, INC.
|
| |
|
|
| |
|
|
| |
|
|
| |
By:
|
/s/
Stephen M. Tuuk |
| |
|
Stephen
M. Tuuk
President
and Chief Executive Officer
|