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)
|
|
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.) |
| |
|
|
| 590 Madison Avenue, 34th Floor, New York, New York
|
|
10022 |
|
|
|
|
| (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 (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))
TABLE OF CONTENTS
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, 13,268,776 shares of Common Stock
(for aggregate gross proceeds of $5,970,950) were sold to investors
unrelated to the Company. The
Company has accepted the proceeds from these sales and will issue the shares to the investors. The Company
has also received binding subscriptions for 555,555 shares of Common Stock (for aggregate gross
proceeds of $250,000) from investors unrelated to the Company, the issuance of which are subject to
approval by the American Stock Exchange. Additionally, the Company has received binding
subscriptions for 8,397,891 shares of Common stock (representing aggregate gross proceeds of
approximately $3,779,050) from investors related to the Company. The
shares to be sold to the related investors are subject to shareholder approval which is anticipated to be obtained at the Company’s
next annual meeting. The Common Stock was sold under
Section 4(2) of the Securities Act of 1933,
as amended, on a private placement basis to accredited investors.
We have agreed to file a registration statement to register for resale the shares of Common
Stock sold in the private placement by November 30, 2005 and have it declared effective by the SEC
as promptly as practicable thereafter.
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.
10.1 Form
of Subscription Agreement for unrelated investors
10.2 Form
of Subscription Agreement for related investors