form8k.htm
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):
October
14, 2008
___________
BROADPOINT
SECURITIES GROUP, INC.
(Exact
name of registrant as specified in its charter)
___________
New
York
(State
or other jurisdiction of incorporation)
0-14140
(Commission
File Number)
22-2655804
(IRS
Employer Identification No.)
One
Penn Plaza
New
York, New York
(Address
of Principal Executive Offices)
10119
(Zip
Code)
(212) 273-7100
(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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Effective
as of October 14, 2008, Wade D. Nesmith resigned as director of Broadpoint
Securities Group, Inc. (the “Company”).
On
October 14, 2008, Victor Mandel was unanimously elected by the Board of
Directors of the Company to fill the vacancy left by the resignation of Mr.
Nesmith. The Board of Directors determined that Mr. Mandel is
an “independent director” as defined in the NASDAQ Stock Market listing
standards, and is independent within the meaning of Rule 10A-3 under the
Securities Exchange Act of 1934 and the Company’s Corporate Governance
Guidelines. Mr. Mandel is also a member of the Audit
Committee.
Mr.
Mandel is the founder and managing member of Criterion Capital Management, an
investment company established in 2001. He also has
served as a senior consultant to the Corporate Library, a leading provider
of corporate governance information and analytics, integrating investment
analysis with corporate governance research. From 1999 to 2000, Mr.
Mandel was Executive Vice President, Finance and Development of Snyder
Communications, Inc., with operating responsibility for its publicly-traded
division, Circle.com. Prior to Snyder Communications, Mr. Mandel was
a Vice President in the Investment Research department at Goldman Sachs &
Co.
A copy of
the press release announcing these changes to the Board of Directors is
furnished with this Form 8-K as Exhibit 99.1.
Item
8.01. Other
Events.
On
October 15, 2008, the Company completed the merger of two of its principal
broker-dealer subsidiaries, Broadpoint Capital, Inc. and Broadpoint Securities,
Inc. The two firms were merged into a single broker-dealer under the name
Broadpoint Capital, Inc. The Company believes that the merger will increase
efficiencies by enhancing the integration of services and processes across the
firm’s business lines.
A copy of
the press release announcing the merger is furnished with this Form 8-K as
Exhibit 99.2.
Item
9.01. Financial Statements
and Exhibits.
(d) Exhibits.
99.1 –
Press Release of Broadpoint Securities Group, Inc. dated October 15,
2008.
99.2 –
Press Release of Broadpoint Securities Group, Inc. dated October 16,
2008.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BROADPOINT
SECURITIES GROUP, INC.
By: /s/ Robert I.
Turner
Name: Robert
I. Turner
Title:
Chief Financial Officer
Dated:
October 20, 2008