================================================================================
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): May 3, 2006
DELPHI FINANCIAL GROUP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 001-11462 13-3427277
---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1105 North Market Street, Suite 1230,
P.O. Box 8985, Wilmington, DE 19899
--------------------------------------- ----------
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code 302-478-5142
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
On May 3, 2006, the Registrant's stockholders approved an amendment to the
Registrant's 2003 Employee Long-Term Incentive and Share Award Plan (the "Share
Plan") to increase the aggregate number of shares of Class A Common Stock
reserved for issuance under the Share Plan by 1,000,000 to a total of 3,500,000.
Item 7.01. Regulation FD Disclosure
On May 4, 2006, the Registrant issued a press release relating to the
announcement of a cash dividend in the increased amount of $0.12 per share and a
3-for-2 common stock split to be paid in the form of a stock dividend, with both
the cash and the stock dividends to be distributed on June 1, 2006 to holders of
record on May 18, 2006. A copy of the press release is attached to this Form 8-K
as Exhibit 99.1 and is incorporated by reference herein.
Note: The information in this report (including the exhibit) is furnished
pursuant to Item 7 and shall not be deemed to be "filed" for purposes of Section
18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933, unless incorporated
by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit Number Description of Exhibits
-------------- ---------------------------------------
99.1 Registrant's May 4, 2006 press release.
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 hereunto duly authorized.
DELPHI FINANCIAL GROUP, INC.
/s/ ROBERT ROSENKRANZ
-------------------------------
Robert Rosenkranz
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date: May 8, 2006