Attached files
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| EX-4.1 - EDELMAN FINANCIAL GROUP INC. | v165782_ex4-1.htm |
| EX-10.13 - EDELMAN FINANCIAL GROUP INC. | v165782_ex10-13.htm |
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 9, 2009
Sanders
Morris Harris Group Inc.
(Exact
name of registrant as specified in its charter)
Texas
(State or
other jurisdiction of incorporation)
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0-30066
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76-0583569
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(Commission
File Number)
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(IRS
Employer Identification No.)
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600
Travis, Suite 5800, Houston, Texas
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77002
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (713) 993-4610
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement
Sanders
Morris Harris Group Inc. (the “Company”) entered into an Agreement dated as of
November 8, 2009 (the “Agreement”) with Fletcher International, Ltd.
(“Fletcher”). Pursuant to the terms of the Agreement, the Company agrees to sell
and Fletcher agrees to purchase 1,071,429 shares of shares (the “Shares”) of the
Company’s common stock at a fixed price of $7.00 per share. The
transaction is subject to customary closing conditions as well as the closing of
the transaction described in Item 8.01 below. The gross proceeds from sale will
be $7,500,000, before deducting fees and expenses.
In
connection with the Agreement, the Company also agreed to issue to Fletcher
warrants (the “Warrant”) to acquire additional shares of common stock in an
aggregate value of up to $7,500,000. The Warrant has an exercise price per share
of $5.75, subject to certain adjustments. Fletcher has the right to exercise the
Warrant on a cashless, net settlement basis.
The
Warrant has a term of ten years.
The total
number of shares of common stock that can be issued under the Agreement and the
Warrant cannot exceed 19.99% of the outstanding shares of common stock on the
date of the Agreement and 2,778,052 (which amount is 9.75% of the Company’s
outstanding shares of common stock and is subject to increase from time to time
on one or more occasions by Fletcher without notice), subject to certain
exceptions in the event of a change of control (“Ownership Limitation”). Neither
Fletcher nor the Company is obligated to consummate any subsequent closing or
exercise of the Warrant where such closing or exercise would cause Fletcher
to exceed an Ownership Limitation, provided that any shares that would be issued
but for the 9.75% limitation will be deferred and delivered as specified in the
Agreement upon increase of the limit by notice.
The
issuance of shares of common stock and the Warrant to Fletcher under the terms
of the Agreement and shares of common stock issued upon exercise of the Warrant
has been and will be made under our Registration Statement on Form S-3 (File
No. 333-155455). The Company is obligated to keep the
registration statement continuously effective so long as any shares of common
stock may be issued pursuant to the Agreement or the Warrant. The
Company must make certain payments to Fletcher if it fails to maintain the
effectiveness of the registration statement for a period of 30 days or
more.
The
foregoing descriptions of the Agreement and the Warrant and the transactions
contemplated thereby do not purport to be complete and are qualified in their
entirety by reference to the Agreement and the Warrant, copies of which are
filed as exhibits hereto and are hereby incorporated by reference.
Item 8.01 Other
Events
As
reported in Item 8.01 of the Current Report on Form 8-K filed on January 23,
2009, the Company and its wholly-owned subsidiary SMH
Capital Inc., a Texas corporation (“SMH Capital”), entered into a Contribution
Agreement with Pan
Asia China Commerce Corp., a Delaware corporation (“PAC3”), Madison Williams
Capital LLC (formerly Siwanoy Capital, LLC), a New York limited liability
company (“Madison Williams”) and Madison Williams and Company, LLC (formerly
Siwanoy Securities, LLC), a New York limited liability company (“New BD”), and a
wholly-owned subsidiary of Madison Williams, pursuant to which SMH Capital
agreed to contribute to New BD the assets, properties, working capital, and
rights related and/or pertaining to its investment banking, institutional
trading (including equity sales and fixed income sales), New York trading, and
research businesses (excluding The Juda Group and the Concept Capital divisions)
(the “Capital Markets Business”), including a specified amount of working
capital (as adjusted for any profits or losses incurred in the Capital Markets
Business between January 1, 2009, and the date of closing) less (i) the value of
the accounts receivable contributed to Madison Williams, (ii) the value of the
certain assets in SMH Capital’s Metairie, Louisiana office, (iii) the value of
certain money security deposits and any advance payments, and (iv) the value of
certain securities to be mutually agreed upon by the parties in exchange for a
20% Class A Membership Interest in Madison Williams, cash, and a note issued by
Madison Williams to the Company.
2
The
Company, SMH Capital, PAC3, Madison Williams, and New BD have entered
into an Amended and Restated Contribution Agreement dated as of November 8,
2009, with Fletcher International, Ltd (“Fletcher”), with respect to the
formation of the New BD. Pursuant to the Amended and Restated Contribution
Agreement, (a) PAC3’s interest in Madison Williams was reduced to an overall 25%
Membership Interest comprised of a 4.76% Class A Membership Interest and 47.37%
Class B Membership Interest, (b) SMH Capital’s interest in Madison Williams was
reduced to an overall 17.5% Membership Interest represented by a 33.33% Class A
Membership Interest, (c) Fletcher agreed to subscribe for and purchase an
overall 32.50% Membership Interest represented by a 61.90% Class A
Membership Interest in Madison Williams in exchange for a cash contribution, and
(d) the interest of management of Madison Williams was reduced to an overall
5.25% Membership Interest represented by a 11.05% Class B Membership
Interest. An overall 19.75% Membership Interest represented by a 41.58%
Class B membership Interest has been reserved. The Class A Membership interests
have a (i) liquidation preference over the Class B Membership Interests and (ii)
distribution preference over the Class B and Class C Membership Interests and no
distributions may be made to any Class B or C Membership Interests until a total
of $8.5 of distributions to the Class A Members have been made.
The
transaction will be closed following the approval by the Financial Industry
Regulatory Authority of a new member application by the New BD.
Item
9.01. Financial Statements and Exhibits.
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a.
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Financial statements
of business acquired
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Not
Applicable
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b.
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Pro forma financial
information
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Not
Applicable
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c.
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Exhibits
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4.1
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Agreement
dated as of November 8, 2009, between Sanders Morris Harris Group Inc. and
Fletcher International, Ltd.
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4.2
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Form of Warrant to be issued to Fletcher International, Ltd. (Included as Annex A to Exhibit 4.1). |
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10.13
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Amended
and Restated Contribution
Agreement dated as of
November 8, 2009, among Sanders Morris Harris Group Inc., SMH Capital
Inc., Pan Asia China Commerce Corp., Fletcher International, Ltd.,
Madison Williams Capital LLC, and Madison Williams and Company,
LLC.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SANDERS
MORRIS HARRIS GROUP INC.
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By:
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/s/ George
L. Ball
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George
L. Ball,
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Chief
Executive Officer
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Date:
November 12, 2009
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