Attached files
file | filename |
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EX-10.8 - EX-10.8 - Global Brokerage, Inc. | y88193exv10w8.htm |
EX-10.2 - EX-10.2 - Global Brokerage, Inc. | y88193exv10w2.htm |
EX-10.3 - EX-10.3 - Global Brokerage, Inc. | y88193exv10w3.htm |
EX-10.4 - EX-10.4 - Global Brokerage, Inc. | y88193exv10w4.htm |
EX-10.1 - EX-10.1 - Global Brokerage, Inc. | y88193exv10w1.htm |
EX-10.9 - EX-10.9 - Global Brokerage, Inc. | y88193exv10w9.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 1, 2010
FXCM Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-34986 | 27-3268672 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
32 Old Slip, New York, NY, 10005
(Address of Principal Executive Offices) (Zip Code)
(Address of Principal Executive Offices) (Zip Code)
(646) 432-2241
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(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)) |
o | 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. |
In connection with the initial public offering by FXCM Inc. of its Class A common stock
covered by the Registration Statement on Form S-1 (File No. 333-169234), on December 1, 2010, the
Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, LLC, dated as of
December 1, 2010, was entered into by and among FXCM Inc., as the managing member of FXCM Holdings,
LLC and the other members of FXCM Holdings, LLC.
In addition, on December 1, 2010, FXCM Inc. entered into: (i) the Exchange Agreement, dated as
of December 1, 2010, among FXCM Inc., FXCM Holdings, LLC and the holders of Holdings Units from
time to time party thereto; (ii) the Tax Receivable Agreement, dated as of December 1, 2010, by and
among FXCM Inc., FXCM Holdings, LLC and the TRA Parties from time to time party thereto; and (iii)
the Registration Rights Agreement, dated as of December 1, 2010, by and among FXCM Inc. and the
Covered Persons from time to time party thereto.
The Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, LLC, the
Exchange Agreement, the Tax Receivable Agreement and the Registration Rights Agreement are filed
herewith as exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by
reference. The terms of these agreements are substantially the same as the terms set forth in the
forms of such agreements filed as exhibits to the Registration Statement and as described therein.
Item 3.03 | Material Modification to Rights of Security Holders. |
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 1, 2010, FXCM Inc.s Amended and Restated Certificate of Incorporation, in the
form previously filed as Exhibit 3.1 to the Registration Statement, and FXCM Inc.s Amended and
Restated Bylaws, in the form previously filed as Exhibit 3.2 to the Registration Statement, became
effective. A description of FXCM Inc.s capital stock giving effect to the adoption of the Amended
and Restated Certificate of Incorporation and the Amended and Restated Bylaws has previously been
reported by FXCM Inc. in FXCM Inc.s Prospectus, dated December 1, 2010, filed pursuant to Rule
424(b) of the Securities Act of 1933, as amended, on December 3, 2010. The Amended and Restated Certificate of
Incorporation and the Amended and Restated Bylaws are filed herewith as Exhibit 3.1 and Exhibit
3.2, respectively, and are 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. |
Effective December 1, 2010, James Brown, Robin Davis, Perry Fish, Arthur Gruen, Eric LeGoff
and Ryan Silverman were appointed to the Board of Directors of FXCM Inc., thereby joining Dror
(Drew) Niv, David Sakhai, William Ahdout, Kenneth Grossman and Eduard Yusupov. Messrs. Gruen, Brown
and Davis serve as members of FXCM Inc.s audit committee, Messrs. Fish, Gruen and Brown serve as
members of FXCM Inc.s compensation committee and Messrs. Silverman, Brown and Fish serve as
members of FXCM Inc.s corporate governance and nominating committee. Biographical information
regarding these directors and a description of the terms of their compensation have previously been
reported by FXCM Inc. in FXCM Inc.s Prospectus, dated December 1, 2010, filed pursuant to Rule
424(b) of the Securities Act of 1933, as amended, on December 3, 2010.
In connection with the initial public offering and pursuant to the FXCM Inc. 2010 Long-Term
Incentive Plan adopted by the Board of Directors and stockholder of FXCM Inc. on December 1, 2010,
on December 1, 2010, FXCM Inc. granted options to purchase 100,000, 20,000, 100,000 and 100,000
shares of Class A common stock to Robert Lande, Andreas Putz, David S. Sassoon and Joseph Filko,
respectively. In addition, FXCM Inc. granted options to purchase 14,315 shares of Class A common
stock to each of Messrs. Brown, Davis, Fish, Gruen, LeGoff and Silverman. The Long-Term Incentive
Plan, the form of Option Award Agreement and the form of Option Award Agreement for Non-Employee
Directors are filed herewith as exhibits 10.5, 10.6 and 10.7, respectively, and are incorporated
herein by reference.
On December 1, 2010, FXCM Holdings, LLC entered into Severance Protection Agreements with each
of Messrs. Niv and Sakhai. A description of the terms of such Severance Protection Agreements have
previously been reported by FXCM Inc. in FXCM Inc.s Prospectus, dated December 1, 2010, filed
pursuant to Rule 424(b) of the
2
Securities Act of 1933, as amended, on December 3, 2010, and are filed herewith as Exhibits
10.8 and 10.9, respectively, and are incorporated herein by reference.
Item 8.01 | Other Events. |
On December 1, 2010, FXCM Inc. completed its initial public offering, including the exercise
in full by the underwriters of their option to purchase additional shares, by issuing 17,319,000
shares of Class A common stock for cash consideration of $13.09 per share (net of underwriting
discounts) to a syndicate of underwriters led by Credit Suisse Securities (USA) LLC, J.P. Morgan
Securities LLC and Citigroup Global Markets Inc. as joint book-running managers for the offering.
Barclays Capital Inc., Deutsche Bank Securities Inc., Sandler ONeill & Partners, L.P. and UBS
Securities LLC acted as co-managers.
As contemplated in FXCM Inc.s Prospectus, dated December 1, 2010, filed pursuant to Rule
424(b) of the Securities Act of 1933, as amended, on December 3, 2010, FXCM Inc. has used
approximately $49.7 million of the proceeds from its initial public offering to make a contribution
to FXCM Holdings, LLC in exchange for 3,800,000 newly-issued Holdings Units of FXCM Holdings, LLC,
and all of the remaining proceeds to purchase 13,519,000 Holdings Units of FXCM Holdings, LLC from
the existing owners of FXCM Holdings, LLC, including members of its senior management. Of this
amount, the following table sets forth the amounts that will be received by FXCM Inc.s significant
equityholders and their respective affiliated entities and by its directors and officers and their
respective personal planning vehicles.
Number of Holdings | ||||||||
Units Sold | Proceeds | |||||||
Entities affiliated with Long Ridge Equity Partners |
781,674 | $ | 10,232,113 | |||||
Lehman Brothers Holding Inc. |
1,816,882 | $ | 23,782,985 | |||||
Michel Daher |
1,844,157 | $ | 24,140,015 | |||||
Michael Romersa |
1,551,008 | $ | 20,302,695 | |||||
Drew Niv |
2,293,997 | $ | 30,028,421 | |||||
David Sakhai |
1,551,008 | $ | 20,302,695 | |||||
William Ahdout |
632,298 | $ | 8,276,781 | |||||
James Brown |
237,198 | $ | 3,104,922 | |||||
Kenneth Grossman |
571,234 | $ | 7,477,453 | |||||
Eduard Yusupov |
2,037,145 | $ | 26,666,22 |
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | Description | |||
3.1 | Amended and Restated Certificate of
Incorporation of FXCM Inc. (incorporated by
reference to Exhibit 3.1 to the Registration
Statement on Form S-1 filed by FXCM Inc. on
September 3, 2010 (File No. 333-169234)). |
|||
3.2 | Amended and Restated Bylaws of FXCM Inc.
(incorporated by reference to Exhibit 3.2 to
Amendment No. 1 to the Registration Statement on
Form S-1 filed by FXCM Inc. on October 12, 2010
(File No. 333-169234)). |
|||
10.1 | Third Amended and Restated Limited Liability Company
Agreement of FXCM Holdings, LLC, dated as of
December 1, 2010. |
|||
10.2 | Exchange Agreement, dated as of December 1, 2010,
among FXCM Inc., FXCM Holdings, LLC and the holders
of Holdings Units from time to time party thereto. |
|||
10.3 | Tax Receivable Agreement, dated as of December 1,
2010, by and among FXCM Inc., FXCM Holdings, LLC and
the TRA Parties from time to time party thereto. |
3
Exhibit No. | Description | |||
10.4 | Registration Rights Agreement, dated as of December
1, 2010, by and among FXCM Inc. and the Covered
Persons from time to time party thereto. |
|||
10.5 | FXCM Inc. 2010 Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.5 to
Amendment No. 1 to the Registration Statement on
Form S-1 filed by FXCM Inc. on October 12, 2010
(File No. 333-169234)). |
|||
10.6 | Form of Option Award Agreement (incorporated by
reference to Exhibit 10.9 to Amendment No. 2 to the
Registration Statement on Form S-1 filed by FXCM
Inc. on November 2, 2010 (File No. 333-169234)). |
|||
10.7 | Form of Option Award Agreement for Non-Employee
Directors (incorporated by reference to Exhibit
10.12 to Amendment No. 3 to the Registration
Statement on Form S-1 filed by FXCM Inc. on November
15, 2010 (File No. 333-169234)). |
|||
10.8 | Severance Protection Agreement between Dror (Drew)
Niv and FXCM Holdings, LLC, dated as of December 1,
2010. |
|||
10.9 | Severance Protection Agreement between David Sakhai
and FXCM Holdings, LLC, dated as of December 1,
2010. |
4
SIGNATURE
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.
FXCM INC. |
||||
By: | /s/ David S. Sassoon | |||
Name: | David S. Sassoon | |||
Title: | Secretary and General Counsel | |||
Date: December 7, 2010