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): June 25, 2008
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):
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))
 
 

 

 

Item 8.01.   Other Events
We are filing as Exhibit 1.1 to this current report on Form 8-K the proposed form of Purchase Agreement to be entered into in connection with a public offering of our ordinary shares by us and certain of our shareholders. The ordinary shares will be issued pursuant to a Registration Statement on Form S-3 (Registration No. 333-151461), which we filed with the Securities and Exchange Commission on June 5, 2008 and amended by Amendment No. 1 on June 13, 2008. The form of Purchase Agreement is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
Item 9.01   Financial Statements and Exhibits
     
Exhibit No.   Document
 
    
1.1
  Form of Purchase Agreement

 

 

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
 		  
  By:   /s/ Richard J. Harris    
Date: June 25, 2008    Richard J. Harris   
    Chief Financial Officer   
 

 

 

EXHIBIT INDEX
     
Exhibit No.   Document
 
    
1.1
  Form of Purchase Agreement