Knight Capital Group, Inc. - Current report filing (8-K)
07 Maio 2008 - 10:31AM
Edgar (US Regulatory)
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 7, 2008 (May 5, 2008)
KNIGHT CAPITAL GROUP, INC.
(Exact name of registrant as specified in its
charter)
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Delaware
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001-14223
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22-3689303
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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545 Washington Boulevard
Jersey City, NJ
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07310
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(Address of Principal Executive Offices)
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(Zip Code)
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(201) 222-9400
(Registrants telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.02
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Unregistered Sales of Equity Securities
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On May 5, 2008,
Knight Capital Group, Inc. (the Company), Knight/Trimark, Inc., a direct wholly-owned subsidiary of the Company (the Purchaser), Libertas Holdings LLC (Libertas) and New Libertas Holdings LLC (the
Seller) entered into an Interest Purchase Agreement (the Purchase Agreement) pursuant to which the Seller will sell to the Purchaser, and the Purchaser will purchase from the Seller, all of the issued and outstanding
interests of Libertas (the Transaction).
Pursuant to the Purchase Agreement, the Purchaser will acquire Libertas, a privately held company,
for aggregate consideration (the Consideration) comprised of (i) approximately $50 million in cash (the Cash Closing Consideration) and $25 million in restricted shares of unregistered Class A common stock, par
value $0.01 per share, of the Company (Company Common Stock) payable upon the closing of the Transaction; and (ii) up to $75 million in shares of Company Common Stock conditioned on the achievement by Libertas of certain performance
targets during the three (3) years beginning on the first full month following the closing of the Transaction and payable in accordance with the Purchase Agreement. The Cash Closing Consideration is subject to an adjustment based upon the
excess or deficit of working capital of Libertas at the closing of the Transaction as determined pursuant to the Purchase Agreement. With respect to each issuance of shares of Company Common Stock, the number of shares of Company Common Stock to be
issued will be determined based upon the volume-weighted average price of Company Common Stock in the five (5) trading days prior to such issuance. A portion of the Consideration payable upon the closing of the Transaction that is comprised of
shares of Company Common Stock will be placed in escrow to satisfy certain indemnification obligations of Libertas and the Seller. Pursuant to the Purchase Agreement, the transfer by the holders of the Consideration comprised of shares of Company
Common Stock issued upon the closing of the Transaction will be restricted for varying agreed periods following their issuance.
The issuance of shares of
Company Common Stock to the Seller pursuant to the Purchase Agreement is expected to be exempt from the registration requirements under Section 4(2) of the Securities Act of 1933, as amended (the Securities Act), and the rules and
regulations thereunder. Specifically, the issuance of the shares of Company Common Stock is expected to be exempt in reliance upon Rule 506 of Regulation D under the Securities Act because, among other things, the shares of Company Common Stock will
only be issued to accredited investors as defined in Rule 501 of the Securities Act.
The Company expects the Transaction to be completed in
the fall of 2008, subject to the satisfaction of customary closing conditions.
On May 5, 2008, the Company entered into the
Purchase Agreement referenced in Item 3.02 above, and on May 6, 2008, the Company issued a press release announcing the Transaction. A copy of the Companys press release is furnished with this Form 8-K and attached hereto as Exhibit
99.1. This information, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under
that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.
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Financial Statements and Exhibits.
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The following exhibits are filed as part of this report:
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Exhibit No.
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Description
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99.1
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Press Release issued on May 6, 2008
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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 hereto duly authorized.
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KNIGHT CAPITAL GROUP, INC.
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By:
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/s/ Andrew M. Greenstein
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Name:
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Andrew M. Greenstein
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Title:
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Managing Director, Associate General Counsel
and Assistant Secretary
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Date: May 7, 2008
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release dated May 6, 2008
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