UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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(Amendment No.1)
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 17, 2006
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TRIAD GUARANTY INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22342 56-1838519
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State or Other Commission I.R.S. Employer
Jurisdiction of File Number Identification Number
Incorporation
101 SOUTH STRATFORD ROAD
WINSTON-SALEM, NORTH CAROLINA 27104
(Address of principal executive offices) (Zip Code)
(336) 723-1282
(Registrant's telephone number, including area code)
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 13c-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 1-REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
This Amendment No. 1 to Triad Guaranty Inc.'s (the "Company") Current Report on
Form 8-K filed on May 23, 2006 (the "Initial Form 8-K") is filed by the
registrant to amend and restate in its entirety Item 1.02 of the Initial Form
8-K.
The 1993 Stock Incentive Plan was terminated upon approval of the 2006 Stock
Incentive Plan by the Company's stockholders on May 17, 2006, although such
termination shall not affect any award made under the 1993 Stock Incentive Plan
prior to its termination. The registration of the remaining share reserve of the
1993 Stock Incentive Plan, 86,024 shares, will be merged into the reserve of the
2006 Stock Incentive Plan, and an additional 1,005,376 shares will be registered
for issuance under the 2006 Stock Incentive Plan so that a total of 1,091,400
shares of the Company's common stock will be available for awards under the 2006
Stock Incentive Plan.
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.
Triad Guaranty Inc.
Date: May 25, 2006 By: /s/ Kenneth S. Dwyer
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Name: Kenneth S. Dwyer
Title: Vice President and Chief Accounting
Officer