SIEBERT FINANCIAL CORP. (NASDAQ:SIEB) Files An 8-K Changes in Control of Registrant
Item 5.01 Changes in Control of Registrant.
As previously disclosed, on September 1, 2016, Siebert Financial
Corp. (the Company), entered into an acquisition agreement (the
Acquisition Agreement) with Kennedy Cabot Acquisition, LLC (the
Purchaser), and the Estate of Muriel F. Siebert (the Majority
Shareholder), a copy of which was filed as Exhibit 2.1 to the
Current Report on Form 8-K filed by the Company on September 2,
2016, which is incorporated herein by reference. to the
Acquisition Agreement, and upon the terms and subject to the
conditions thereof, the Purchaser commenced a cash tender offer
to acquire all of the outstanding shares of common stock of the
Company, par value $0.01 per share (the Shares) (excluding the
19,310,000 Shares owned by the Majority Shareholder) (the Offer)
for a purchase price of $1.20 per Share, net to the seller in
cash, without interest thereon and less any required withholding
taxes, upon the terms and conditions set forth in the Tender
Offer Statement on Schedule TO filed by the Purchaser on
September 6, 2016, as amended by Amendment No. 1 to the Schedule
TO filed by the Purchaser on September 30, 2016, Amendment No. 2
to the Schedule TO filed by the Purchaser on October 27, 2016,
Amendment No. 3 to the Schedule TO filed by the Purchaser on
November 7, 2016, Amendment No. 4 to the Schedule TO filed by the
Purchaser on November 25, 2016, and in the related Letter of
Transmittal.
The Offer expired at 5:00 pm, New York City time, at the end of
Tuesday, December 13, 2016 (the Expiration Time). Kennedy Cabot
Acquisition was advised by American Stock Transfer Trust Company,
LLC, the depositary and exchange agent for the Offer (the
Depositary), that, as of the expiration of the Offer, a total of
677,283 Shares (the Tendered Shares) had been validly tendered
into and not withdrawn to the Offer, representing approximately
3.1% of the outstanding Shares as of the Expiration Time.
All conditions to the Offer having been satisfied (or waived),
the Purchaser was required to accept for payment and promptly pay
for all Shares validly tendered to the Offer and not properly
withdrawn. Payment for such Tendered Shares has been made to the
Depositary, which will transmit payments to tendering
shareholders in accordance with the terms of the Offer.
On December 16, 2016 (the Closing Date), to the terms of the
Acquisition Agreement, the Purchaser acquired the Shares held by
the Majority Shareholder.
Approximately $812,740 was required to purchase the Tendered
Shares to the Offer, and approximately $6,994,342 was paid to the
Majority Shareholder to purchase the Shares held by the Majority
Shareholder. Of the amount payable to the Majority Shareholder,
$1 million was placed in escrow for one year and will be used to
fund the Majority Shareholders indemnification obligations to the
Purchaser.
The foregoing summary of the Acquisition Agreement and the
transactions contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by, the full
text of the Acquisition Agreement, a copy of which was filed as
Exhibit 2.1 to the Current Report on Form 8-K filed by the
Company on September 2, 2016, which is incorporated herein by
reference.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
In accordance with the terms of the Acquisition Agreement and
effective as of the Closing Date, Patricia L. Francy, Nancy
Peterson Hearn, Jane H. Macon and Robert P. Mazzarella (the
Outgoing Board) resigned as members of the Companys Board of
Directors and Joseph M. Ramos, Jr., resigned as the Companys
Executive Vice President, Chief Operating Officer, Chief
Financial Officer and Secretary.
In accordance with the terms of the Acquisition Agreement,
effective as of the Closing Date, Andrew H. Reich was appointed
as the Companys Chief Executive Officer, Chief Operating Officer,
Chief Financial Officer and Secretary.
Prior to his appointment, Andrew H. Reich served in a variety of
executive positions with StockCross Financial Services, Inc., a
global financial services company (StockCross) since 2002 and
from 2015 until his resignation effective as of the Closing Date,
he served as the Chairman of StockCross. Additionally, Mr. Reich
is the owner of Aarianna Realty Inc., a real estate company, has
previously served as the CFO of Gebbia Holding Co., a holding
company for Ms. Gebbias family since 2013 and as CFO of Park
Wilshire Insurance Company, a privately held insurance company
since 2010. Mr. Reich has more than 20 years of experience in the
financial industry, including more than fourteen years as senior
management of Stockcross. Mr. Reich holds a holds an MBA from the
University of Southern California and a BBA from the Bernard
Baruch College.
to the terms of the Acquisition Agreement, effective as of the
Closing Date, Gloria E. Gebbia, Charles A. Zabatta, Francis
Cuttita and Andrew H. Reich were appointed as directors of the
Company by unanimous written consent of the Outgoing Board to
fill the vacancies created by the Outgoing Boards resignations.
Gloria E. Gebbia is the manager and owner of all of the issued
and outstanding voting member interests of the Purchaser and is
an owner of StockCross.
Effective as of the Closing Date, the newly appointed members of
the board of directors of the Company shall serve the functions
of the boards audit committee, compensation committee and
nominating committee.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
The Company held its Annual Meeting of Stockholders (the 2016
Annual Meeting) on December 16, 2016. At the 2016 Annual Meeting,
the following proposals were submitted by the Companys Board of
Directors to a vote of the Companys stockholders and the final
results of the voting on each proposal are noted below.
Proposal No. 1 The election of the persons named below as
directors to hold office until the Companys annual meeting of
stockholders to be held in 2017 and until his or her successor is
duly elected and qualified or until his or her earlier
resignation or removal.
| Name | For Nominee | Authority Withheld From Nominee | Broker Non-Votes | |||||||||
| Jane Macon | 19,933,853 | 278,126 | ||||||||||
| Patricia L. Francy | 20,128,096 | 83,883 | ||||||||||
| Nancy Peterson Hearn | 20,128,096 | 83,883 | ||||||||||
| Robert P. Mazzarella | 20,128,996 | 82,983 | ||||||||||
Proposal No. 2 Non-binding advisory vote to approve named
executive officer compensation. The compensation of the Companys
named executive officers as disclosed in the Proxy Statement to
Item 402 of Regulation S-K, including the compensation tables and
narrative discussion,was approved, on an advisory basis, and the
votes were cast as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 3,452,191 | 1,295,733 | 183,627 | 4,259,748 | |||||||||
Proposal No. 3 Non-binding advisory vote on the frequency of
say-on pay votes. The shareholders recommended that the frequency
of the advisory vote on the frequency of say-on pay votes should
be every three years and the votes were cast as follows:
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | |||||||||
| 280,381 | 6,203 | 45,108 | 1,586 | |||||||||
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|
Exhibit Number |
Description | ||
| 2.1 |
Acquisition Agreement, dated September 1, 2016, by and among, Siebert Financial Corp., the Estate of Muriel F. Siebert and Kennedy Cabot Acquisition, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on September 2, 2016). |
About SIEBERT FINANCIAL CORP. (NASDAQ:SIEB)
Siebert Financial Corp. is a holding company that conducts retail discount brokerage business through its subsidiary, Muriel Siebert & Co., Inc. (Siebert). The Company’s Siebert’s principal activity is providing online and traditional brokerage and related services to retail investors. It is also an investment advisor through a subsidiary, Siebert Investment Advisors, Inc. (SIA). SIA offers advice to clients regarding asset allocation and the selection of investments. A subsidiary, Siebert’s Women’s Financial Network Inc. (WFN), is engaged in providing products, services and information devoted to women’s financial needs. Siebert develops and maintains its retail customer base through printed advertising in financial publications, Internet advertising and social media. The Retail Division includes discount brokerage and related services, independent retail execution services, retail customer service, retirement accounts, customer financing, and information and communications systems. SIEBERT FINANCIAL CORP. (NASDAQ:SIEB) Recent Trading Information
SIEBERT FINANCIAL CORP. (NASDAQ:SIEB) closed its last trading session up +0.08 at 1.99 with 12,129 shares trading hands.