Securities Services Network 8-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(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): January 2, 2015
LADENBURG THALMANN FINANCIAL SERVICES INC.
(Exact Name of Registrant as Specified in its Charter)
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Florida | | 001-15799 | | 650701248 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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4400 Biscayne Boulevard, 12th Floor, Miami, Florida | | 33137 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 409-2000
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))
Introductory Note
Ladenburg Thalmann Financial Services Inc. (“LTFS”) previously filed a Current Report on Form 8-K dated January 2, 2015 (the “Current Report”) with the Securities and Exchange Commission on January 6, 2015 to report the acquisition by LTFS of Securities Service Network, Inc. (“SSN”) and Renaissance Capital Corporation. The purpose of this amendment to the Current Report is to include the financial statements and pro forma financial information required under Item 9.01. Except for the foregoing, this Form 8-K/A No. 1 effects no other changes to the Current Report.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited consolidated statement of financial condition of SSN at December 31, 2014 and the audited consolidated statement of income, statement of changes in stockholders' equity and statement of cash flows of SSN for the year ended December 31, 2014 are attached hereto as Exhibit 99.1 and are incorporated in their entirety herein by reference.
(b) Pro forma financial information.
The unaudited pro forma combined condensed balance sheet at December 31, 2014 and the unaudited pro forma combined condensed statement of operations for the twelve months ended December 31, 2014 are attached hereto as Exhibit 99.2 and are incorporated in their entirety herein by reference.
(d) Exhibits.
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Exhibit Number | Description |
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23.1 | | Consent of Coulter & Justus, P.C.
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99.1 | | Audited consolidated statement of financial condition of Securities Service Network, Inc. at December 31, 2014 and the audited consolidated statement of income, statement of changes in stockholders' equity and statement of cash flows of Securities Service Network, Inc. for the year ended December 31, 2014. |
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99.2 | | Unaudited pro forma combined condensed balance sheet at December 31, 2014 and the unaudited pro forma combined condensed statement of operations for the twelve months ended December 31, 2014. |
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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 hereunto duly authorized.
Date: March 20, 2015
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| LADENBURG THALMANN FINANCIAL SERVICES INC. |
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| By: | /s/ Brett H. Kaufman |
| | Name: | Brett H. Kaufman |
| | Title: | Senior Vice President and Chief Financial Officer |