SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
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) November 30, 2005
LADENBURG THALMANN FINANCIAL SERVICES INC.
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
| Florida
|
|
1-15799
|
|
65-0701248 |
|
|
|
|
|
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
| 153 East 53rd Street, 49th Floor, New York, New York
|
|
10022 |
|
|
|
|
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code (212) 409-2000
(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):
|
|
|
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
| 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 3.02 Unregistered Sales of Equity Securities
On November 30, 2005, the Company concluded its previously announced private placement of
22,222,222 shares of common stock, par value $.0001 per share (“Common Stock”) at $0.45 per share
representing total gross proceeds of $10,000,000. Of this amount, 13,824,331 shares of Common Stock
(representing aggregate gross proceeds of $6,220,950) were sold to investors unrelated to the
Company. The Company also received binding subscriptions for 8,397,891 shares of Common stock
(representing aggregate gross proceeds of approximately $3,779,050) from certain of the Company’s
affiliates and persons with direct or indirect relationships to it, the issuance of which were
subject to shareholder approval.
The Company filed two registration statements with the Securities and Exchange Commission
(“SEC”) to register the resale of the shares of Common Stock sold and to be sold in the private
placement. The registration statement relating to the investors unrelated to the Company was
declared effective by the SEC on February 10, 2006.
On April 3, 2006, the Company held a special meeting of its shareholders (“Special Meeting”)
at which shareholders voted to approve the issuance of the shares of Common Stock to the Company’s
affiliates and persons with direct or indirect relationships to it. On April 27, 2006, the Company
accepted the funds for such shares, and issued such shares in return, following receipt of approval
by the American Stock Exchange and having the registration statement relating to the resale of the
shares of Common Stock by these individuals declared effective by the SEC.
The shares of Common Stock were sold under Section 4(2) of the Securities Act of 1933, as
amended, on a private placement basis to accredited investors. The Company intends to use the
proceeds of the private placement for general working capital purposes.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release dated April 27, 2006.
2