Attached files
| file | filename |
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| EX-5.1 - EDELMAN FINANCIAL GROUP INC. | v168813_ex5-1.htm |
| EX-4.2 - EDELMAN FINANCIAL GROUP INC. | v168813_ex4-2.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) December 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:
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))
¨
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
As
reported in Item 8.01 of the Current Report on Form 8-K filed on November 9,
2009, 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 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.
On
December 9, 2009, the Company and Fletcher entered into an Amendment to
Agreement pursuant to which the Company and Fletcher agreed to extend the
closing date of the Agreement to no later than January 21, 2010, provided that
all conditions to closing are satisfied on or before January 7,
2010.
The
Company has notified Fletcher that, as of December 11, 2009, it has satisfied
all conditions precedent to Fletcher’s obligations to purchase the Shares under
the Agreement. Under the terms of the Agreement, Fletcher has ten business days
to close the purchase of the Shares following delivery of such
notice.
Item
8.01 Other Events
As
reported in Item 8.01 of the Current Reports on Form 8-K filed on January 23,
2009, and November 9, 2009, the Company and its wholly-owned subsidiary SMH
Capital Inc., a Texas corporation (“SMH Capital”), entered into an Amended
and Restated Contribution Agreement with Pan Asia China Commerce Corp., a
Delaware corporation (“PAC3”), Madison Williams Capital LLC, a New York limited
liability company (“Madison Williams”), Madison Williams and Company, LLC, a New
York limited liability company (“New BD”), and a wholly-owned subsidiary of
Madison Williams, and Fletcher International, Ltd., 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
33.33% Class A Membership Interest (an overall 17.5% Membership Interest) in
Madison Williams, cash, and a note issued by Madison Williams to the
Company.
.
The
transaction was closed on December 9, 2009.
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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4.2
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First
Amendment to Agreement dated as of December 9, 2009, between Sanders
Morris Harris Group Inc. and Fletcher International,
Ltd.
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5.1
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Opinion
of John T. Unger, Senior Vice President and General
Counsel
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2
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:
December 11, 2009
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