SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 James River Group, Inc. -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 05-0539572 ---------------------------------------- ------------------------------------ (STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 1414 Raleigh Road, Suite 415 Chapel Hill, NC 27517 ---------------------------------------- ------------------------ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) If this form relates to the If this form relates to the registration of a class of debt registration of a class securities securities pursuant to Section 12(b) pursuant to Section 12(g) of the of the Exchange Act and is of Exchange Act and is effective pursuant effective pursuant to General to General Instruction A.(d), please Instruction A.(c), please check the check the following box. [X] following box. [ ] SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES: 333-124605 (IF APPLICABLE) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED -------------------------------------- ---------------------------------- None N/A SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common Stock, par value $0.01 per share ---------------------------------------------------------- (TITLE OF CLASS) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The description of the common stock, par value $0.01 per share, of James River Group, Inc. (the "Registrant") set forth under the caption "Description of Capital Stock" in the Prospectus initially filed by the Registrant with the Securities and Exchange Commission on May 3, 2005, as part of the Registration Statement on Form S-1 (No. 333-124605), as amended from time to time (the "Form S-1"), is incorporated by reference in response to this Item. Any form of prospectus subsequently filed by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933 which includes a description of the securities to be registered hereunder shall be deemed to be incorporated by reference into this Registration Statement. ITEM 2. EXHIBITS. EXHIBIT NO. DESCRIPTION OF EXHIBIT ------------ ---------------------------------------------------------------- 3.1* Form of Third Amended and Restated Certificate of Incorporation, to be in effect prior to completion of the offering 3.2* Form of Third Amended and Restated By-Laws, to be in effect prior to completion of the offering 4.1* Specimen Stock Certificate, representing James River Group, Inc. common stock, par value $0.0l per share 4.2* Form of Warrant relating to Series B Convertible Preferred Stock 4.3* Stockholders' Agreement dated January 21, 2003, by and among James River Group, Inc. and certain stockholders named therein 4.4* First Amendment to Stockholders' Agreement dated June 30, 2003, by and among James River Group, Inc. and certain stockholders named therein 4.5* Form of Joinder to Stockholders' Agreement by and among James River Group, Inc. and the stockholder signatories thereto 4.6* Registration Rights Agreement dated January 21, 2003, by and among James River Group, Inc. and certain stockholders as named therein 4.7* Letter Agreement dated December 23, 2002, as amended, by and between James River Group, Inc. and MMC Capital, Inc. on behalf of and for the benefit of Trident II, L.P. and certain co-investment vehicles 4.8* Indenture dated as of May 26, 2004, by and between James River Group, Inc. and Wilmington Trust Company, as Trustee, relating to Floating Rate Senior Debentures Due 2034 4.9* Indenture dated as of May 26, 2004, by and between James River Group, Inc. and Wilmington Trust Company, as Trustee, relating to Floating Rate Junior Subordinated Debentures Due 2034 4.10* Amended and Restated Declaration of Trust of James River Capital Trust I dated as of May 26, 2004, by and among James River Group, Inc., the Trustees (as defined therein) and the holders, from time to time, of undivided beneficial interests in James River Capital Trust I 4.11* Preferred Securities Guarantee Agreement dated as of May 26, 2004, by James River Group, Inc., as Guarantor and Wilmington Trust Company, as Preferred Guarantee Trustee, for the benefit of the Holders (as defined therein) of James River Capital Trust I 4.12* Indenture dated December 15, 2004, by and between James River Group, Inc. and Wilmington Trust Company, as Trustee, relating to Floating Rate Junior Subordinated Deferrable Interest Debentures Due 2034 2 EXHIBIT NO. DESCRIPTION OF EXHIBIT ------------ ---------------------------------------------------------------- 4.13* Amended and Restated Declaration of Trust of James River Capital Trust II dated as of December 15, 2004, by and among James River Group, Inc., the Trustees (as defined therein), the Administrators (as named therein), and the holders, from time to time, of undivided beneficial interests in the James River Capital Trust II 4.14* Guarantee Agreement dated as of December 15, 2004, by James River Group, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee, for the benefit of the Holders (as defined therein) from time to time of the capital securities of James River Capital Trust II -------------------- * Incorporated by reference to the identically numbered exhibit to the Registration Statement on Form S-1 of the Registrant, initially filed on May 3, 2005, as amended (No. 333-124605). 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. JAMES RIVER GROUP, INC. (Registrant) Date: August 4, 2005 By: /s/ Michael T. Oakes ------------------------------------- Michael T. Oakes Executive Vice President and Chief Financial Officer 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF EXHIBIT ------------ ---------------------------------------------------------------- 3.1* Form of Third Amended and Restated Certificate of Incorporation, to be in effect prior to completion of the offering 3.2* Form of Third Amended and Restated By-Laws, to be in effect prior to completion of the offering 4.1* Specimen Stock Certificate, representing James River Group, Inc. common stock, par value $0.0l per share 4.2* Form of Warrant relating to Series B Convertible Preferred Stock 4.3* Stockholders' Agreement dated January 21, 2003, by and among James River Group, Inc. and certain stockholders named therein 4.4* First Amendment to Stockholders' Agreement dated June 30, 2003, by and among James River Group, Inc. and certain stockholders named therein 4.5* Form of Joinder to Stockholders' Agreement by and among James River Group, Inc. and the stockholder signatories thereto 4.6* Registration Rights Agreement dated January 21, 2003, by and among James River Group, Inc. and certain stockholders as named therein 4.7* Letter Agreement dated December 23, 2002, as amended, by and between James River Group, Inc. and MMC Capital, Inc. on behalf of and for the benefit of Trident II, L.P. and certain co-investment vehicles 4.8* Indenture dated as of May 26, 2004, by and between James River Group, Inc. and Wilmington Trust Company, as Trustee, relating to Floating Rate Senior Debentures Due 2034 4.9* Indenture dated as of May 26, 2004, by and between James River Group, Inc. and Wilmington Trust Company, as Trustee, relating to Floating Rate Junior Subordinated Debentures Due 2034 4.10* Amended and Restated Declaration of Trust of James River Capital Trust I dated as of May 26, 2004, by and among James River Group, Inc., the Trustees (as defined therein) and the holders, from time to time, of undivided beneficial interests in James River Capital Trust I 4.11* Preferred Securities Guarantee Agreement dated as of May 26, 2004, by James River Group, Inc., as Guarantor. and Wilmington Trust Company. as Preferred Guarantee Trustee, for the benefit of the Holders (as defined therein) of James River Capital Trust I 4.12* Indenture dated December 15, 2004, by and between James River Group, Inc. and Wilmington Trust Company, as Trustee. relating to Floating Rate Junior Subordinated Deferrable Interest Debentures Due 2034 4.13* Amended and Restated Declaration of Trust of James River Capital Trust II dated as of December 15, 2004, by and among James River Group, Inc.. the Trustees (as defined therein), the Administrators (as named therein), and the holders, from time to time, of undivided beneficial interests in the James River Capital Trust II 4.14* Guarantee Agreement dated as of December 15, 2004, by James River Group, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee, for the benefit of the Holders (as defined therein) from time to time of the capital securities of James River Capital Trust II -------------------- * Incorporated by reference to the identically numbered exhibit to the Registration Statement on Form S-1 of the Registrant, initially filed on May 5, 2005, as amended (No. 333-124605). 5