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): April 17, 2006 James River Group, Inc. -------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-51480 05-0539572 -------- --------- ---------- (State or Other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification No.) Incorporation) 300 Meadowmont Village Circle, Suite 333 Chapel Hill, North Carolina 27517 ------------------------------------------------ --------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (919) 883-4171 ---------------- 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)) 1 ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF OFFICERS. On April 17, 2006, James River Group, Inc. (the "Company") appointed Gregg T. Davis, age 48, as the Company's Executive Vice President-Finance. Mr. Davis will serve as the Company's principal accounting officer for SEC reporting purposes. Michael E. Crow, who previously served as principal accounting officer, will continue to serve in his current position as Senior Vice President-Finance and Chief Accounting Officer. Since 2002, Mr. Davis was Chief Financial Officer of Verispan, LLP, a pharmaceutical joint venture between McKesson Corporation and Quintiles Transnational Corporation. From 1992 to 2001, Mr. Davis was Chief Financial Officer and Treasurer of Front Royal, Inc., an insurance holding company specializing in property/casualty business, until its sale to Argonaut Group, Inc. Mr. Davis is an at-will employee, is paid a base salary of $275,000 and is eligible to receive discretionary bonuses as the Board of Directors may determine. Mr. Davis may also participate in benefit plans generally available to our executive employees. The Company intends to enter into an employment agreement with Mr. Davis. 2 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. James River Group, Inc. (Registrant) Date: April 19, 2006 By: /s/ Michael T. Oakes -------------------- Name: Michael T. Oakes Title: Executive Vice-President and Chief Financial Officer 3