SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 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) September 6, 2006
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.) |
| |
|
|
|
|
| 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
153 East 53rd Street, New York, New York 10022
(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):
¨ 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))
Item 1.01 Entry into a Material Definitive Agreement.
On October 18, 2006, Ladenburg Thalmann Financial Services Inc. (the “Company”) consummated
the transactions contemplated by the previously reported agreement and plan of merger (“Merger
Agreement”), dated as of September 6, 2006, among the Company, Telluride Acquisition, Inc. (“Merger
Sub”), a wholly owned subsidiary of the Company, Telluride Holdings, Inc. (“Telluride”) and each of
James S. Cassel, Scott Salpeter and Barry Steiner, the stockholders of Telluride (collectively, the
“Stockholders”). Telluride is a Florida holding company that operates principally through its
subsidiary, Capitalink, L.C. (“Capitalink”). Capitalink is an investment banking firm focused on
providing services to middle market and emerging growth companies. Pursuant to the Merger
Agreement, Telluride merged with and into Merger Sub (the “Merger”), with Merger Sub continuing as
the surviving company and becoming a wholly owned subsidiary of the Company. In exchange for all
the capital stock of Telluride, the Company issued to the Stockholders (two-thirds of which were
placed in escrow, as described below) (i) 4,000,000 shares (“Shares”) of the Company’s common
stock, (ii) ten-year warrants (“Warrants”) to purchase 2,900,000 shares (“Warrant Shares”) of the
Company’s common stock at an exercise price of $0.96 per share and (iii) $1,000,000 in cash. The
Company has agreed to register for re-sale the Shares and the Warrant Shares by the first
anniversary of the Closing.
Effective October 18, 2006, Ladenburg Thalmann & Co. Inc. (“Ladenburg”), the Company’s
principal operating subsidiary, entered into three-year employment agreements with each of Messrs.
Cassel, Salpeter and Steiner. Mr. Cassel will serve as Vice Chairman, Senior Managing Director and
Head of Investment Banking of Ladenburg, and each of Messrs. Salpeter and Steiner will serve as
Managing Directors — Investment Banking of Ladenburg.
Of the consideration issued to the Stockholders in the Merger, (x) 2,666,666 of the Shares,
(y) Warrants to purchase 1,943,000 of the Warrant Shares and (z) $666,666.67 in cash (collectively
referred to as the “Escrow Amount”) has been placed in escrow. One-half of the Escrow Amount will
be released to the Stockholders on June 3, 2007 and one-half of the Escrow Amount will be released
to the Stockholders on January 18, 2008; provided, however, that (i) if any of such Stockholder’s
employment is terminated by Ladenburg “without cause,” or by the Stockholder for “good reason,” or
upon his death or disability, or if a change of control of the Company occurs (each an
“Acceleration Event”), then such Stockholder’s pro rata portion of the Escrow Amount will be
released to him; and (ii) if any of such Stockholder’s employment is terminated for any reason
other than as a result of an Acceleration Event, then such Stockholder’s pro rata portion of the
Escrow Amount will be returned to the Company.
On October 23, 2006, the Company and Ladenburg Thalmann & Co. Inc., the Company’s principal
operating subsidiary (“Ladenburg”), entered into an amendment to the employment agreement with Mark
Zeitchick, the Company’s Executive Vice President and Ladenburg’s President and Chief Executive
Officer. The amendment provides for Mr. Zeitchick’s to receive a base salary of $250,000 per year
and a percentage of Mr. Zeitchick’s retail brokerage production in accordance with the Company’s
standard policies. The agreement shall continue through December 31, 2006 and be automatically
renewed for successive one year periods unless either party provides 30 days’ prior notice to the
other of its intention not to renew the agreement.
The summary of the foregoing transactions are qualified in their entirety by reference to the
text of the agreements, which are attached as exhibits hereto and are incorporated herein by
reference.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01, which is incorporated by reference herein.
2