SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 18, 2012
IMPERIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Registrants telephone number including area code: (561) 995-4200
(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:
Item 7.01 Regulation FD Disclosure.
On December 18, 2012, attorneys for Imperial Holdings, Inc. (Imperial) signed a Term Sheet for Global Settlement Regarding Imperial Holdings, Inc. Matters (the Term Sheet). Also signing the Term Sheet were attorneys representing the plaintiffs in the previously disclosed class action lawsuits and derivative actions instituted against the Company as well attorneys for Imperials director and officer liability insurance carriers (D&O Carriers), certain individual defendants named in the class actions and the underwriters in Imperials initial public offering. The Term Sheet provides the terms upon which each of parties represented by the signatories would be willing to settle the class action litigation and derivative actions as well as the declaratory relief action filed by Imperials primary D&O Carrier, respectively.
While non-binding and subject to certain contingencies, the Term Sheet provides that each of the parties will endeavor to enter into definitive settlement agreements in respect of these matters by January 15, 2013. It is anticipated that the resolution of these matters will include, among other items, the following principal terms:
The class actions would be settled for:
The derivative actions would be settled for:
In addition, Imperial would agree to contribute $500,000 to a trust to cover certain claims under its director and officer liability insurance policies and undertake to advance legal fees to and indemnify certain individuals covered under the policies.
On December 19, 2012, Imperial issued a press release announcing the signing of the Term Sheet. A copy of the press release is furnished as Exhibit 99.1 herewith.
In addition, while the Company had previously indicated that it expected to be current in its periodic reporting by the close of 2012, the Company now anticipates that it will be current in its periodic reporting in early 2013.
The information in this Current Report on Form 8-K shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities thereof, nor shall it be deemed to be incorporated by reference in any filing under the Exchange Act or under the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing.
Item 9.01 Financial Statements and Exhibits.
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.
December 19, 2012