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): May 9, 2007 ----------- AMCOMP INCORPORATED -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-51767 65-0636842 -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of incorporation) File Number) Identification No.) 701 U.S. Highway One, North Palm Beach, Florida 33408 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (561) 840-7171 -------------- N/A -------------------------------------------------------------------------------- (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 (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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On May 9, 2007, AmCOMP Incorporated, a Delaware corporation (the "Company"), issued a press release announcing its financial results for the fiscal quarter ended March 31, 2007 and other financial information. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. ITEM 7.01. REGULATION FD DISCLOSURE. Consistent with its prior practice, after the press release referenced in Item 2.02 above was issued, the Company hosted a publicly accessible conference call. During the call held on May 10, 2007, the executive officers of the Company, including Fred Lowe, Debra Ruedisili and Kumar Gursahaney, provided an in-depth overview of the financial results for the quarter ended March 31, 2007, including a discussion of operational highlights and an expanded review of the financial results. During the question and answer portion of the call, third parties asked management several questions. Below is a list of certain questions posed, as well as the responses provided by the Company: 1. WHY WAS THE ACQUISITION EXPENSE RATIO LOWER FOR THE FIRST QUARTER OF 2007 AS COMPARED TO THE FIRST QUARTER OF 2006? Management responded that the primary reasons for this development were that in the first quarter of 2007, the Company had decreases in its commissions payable, as well as a reduction in the assessments on the South Carolina Second Injury Fund. Management stated that a normalized rate would probably be between 17% and 18%. 2. WHAT ARE THE COMPANY'S EXPECTATIONS FOR TOP LINE PREMIUMS IN 2007? Management estimated that top line premiums could be down 10% - 12% in 2007. 3. WILL THE COMPANY PURSUE AN AM BEST RATING? Management replied that to apply for and obtain an AM Best rating in a "soft market" environment could have an adverse effect on the Company's return on equity and the absence of an AM Best rating, in management's view, is not materially affecting the Company's ability to do business. Therefore, the Company currently does not plan to seek the AM Best rating, although it does continue to monitor and review this issue. An audio replay of the conference is available until May 13, 2007, and may be accessed by calling (888) 203-1112 and entering the pass code 5348376. The conference call webcast is also available on the Company's website until July 10, 2007. The information in this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit No. Exhibits ----------- -------- 99.1 Press Release dated May 9, 2007. 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. AMCOMP INCORPORATED Dated: May 10, 2007 By: /s/ Kumar Gursahaney ------------------------------------- Name: Kumar Gursahaney Title: Senior Vice President and Chief Financial Officer

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): September 26, 2008

AmCOMP Incorporated
(Exact name of registrant as specified in its charter)

Delaware	000-51767	65-0636842
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

701 U.S. Highway One, North Palm Beach, Florida		33408
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (561) 840-7171

N/A

(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 (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 September 26, 2008, AmCOMP Incorporated (the “Company”) entered into the First Amendment (the “Amendment”) to the Employment Agreement, dated as of January 5, 2007 (the “Employment Agreement”), by and between the Company and George Harris, Senior Vice President, General Counsel and Secretary. The Amendment provides notice that upon closing of the merger contemplated by the Agreement and Plan of Merger, dated as of January 10, 2008, as amended, by and among the Company, Employers Holdings, Inc. and Sapphire Acquisition Corp., Mr. Harris’s Employment Agreement will terminate effective as of December 31, 2008. Mr. Harris has agreed to serve as a consultant to the Company for up to six months following the termination of his employment. Under the Amendment, Mr. Harris’s termination will entitle him to the severance payments and benefits described in his Employment Agreement for a period of 30 months. In consideration of Mr. Harris’s agreement to serve as a consultant, the Amendment provides that Mr. Harris will have no duty to mitigate any damages that he may incur by reason of the termination of his employment under certain circumstances and, consequently, he will be entitled to receive the aforementioned severance payments and benefits regardless of any income that he may receive from other sources following the date that he becomes entitled to receive such severance payments and benefits.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

10.1	First Amendment, dated as of September 26, 2008, to the Employment Agreement, dated as of January 5, 2007, by and between AmCOMP Incorporated and George Harris.

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.

	AMCOMP INCORPORATED


Dated: September 29, 2008	By:	/s/ Kumar Gursahaney
		Name:	Kumar Gursahaney
		Title:	Senior Vice President, Chief Financial Officer and Treasurer

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