validus8k_122107.htm
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): December 21,
2007
————————————
VALIDUS
HOLDINGS, LTD.
(Exact
name of registrant as specified in its charter)
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|
Bermuda
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001-33606
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98-0501001
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
19
Par-La-Ville Road, Hamilton, HM 11 Bermuda
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (441) 278-9000
Not
Applicable
(Former
name or former address, if changed since last report)
————————————
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:
[ ]
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
1.01
Entry
into a Material Definitive Agreement.
Effective
as of December 21, 2007, Validus Holdings, Ltd. (the “Company”) has entered
into an amendment to all of its outstanding warrants providing that, in lieu
of
receiving an anti-dilution adjustment in the event of the payment of a dividend
or distribution on the Company’s common shares (other than in the form of
additional common shares), warrant holders will receive the same dividend or
distribution as the Company makes to holders of the common shares pro rated
based on the number of common shares for which such warrants are then
exercisable.
A
copy of
the form of amendment is attached to this Current Report on Form 8-K as Exhibit
10.1 and is incorporated herein by reference.
Item
9.01
Financial Statements
and
Exhibits.
(d) Exhibits.
The
following exhibit
is furnishedherewith:
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Exhibit
No.
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Description
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10.1
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Form
of Amendment to Warrants of Validus Holdings, Ltd. dated as of December
21, 2007.
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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 hereunto duly
authorized.
Date: December
21,
2007
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VALIDUS
HOLDINGS, LTD.
(Registrant)
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| |
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By: /s/
Joseph
E. (Jeff)
Consolino
Name:
Joseph E. (Jeff) Consolino
Title:
Executive Vice President & Chief Financial
Officer
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