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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
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FORM 8-K
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CURRENT
REPORT
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Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
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Date of Report: December 7,
2010
(Date of earliest event
reported)
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NATIONAL INVESTMENT MANAGERS
INC.
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(Exact name of registrant as
specified in its charter)
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Florida
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333-160488
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59-2091510
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(State or other
jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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485 Metro Place South, Suite 275
Dublin, Ohio 43017
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(Address of principal executive
offices)
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Registrant’s telephone number,
including area code: (614) 923-8822
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N/A
(Former name or former address, if
changed since last report.)
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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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¨
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13a-4(c))
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Form 8-K
Item
1.01 Entry into a Material Definitive
Agreement
On December 7, 2010, National Investment
Managers Inc. (the “Company”) entered into
voting agreements with holders of its Common Stock that, together with
other voting agreements previously entered into with holders of its Preferred
and Common Stock (collectively “Voting
Agreements”),
would be sufficient to assure all required shareholder approvals of the sale (the “Sale”) of the
Company to an entity to be formed by Stonehenge Partners, Inc. (“Stonehenge”) on
the terms contemplated by a previously reported non-binding letter of
intent (the
“LOI”). Further information regarding the LOI is contained in the
press release filed as an exhibit to the Company's Current Report on Form 8-K
filed with the Commission on November 15, 2010.
As reported in the Company's Current
Report on Form 8-K filed on December 1, 2010, the Company had previously entered
into voting agreements covering sufficient shares to attain the required
approval of the Sale by each of the Company's five Series of Preferred
Stock.
Approval of the Sale would also require
the approval of a majority of the votes attributable to the Company's
outstanding Preferred and Common Stock, voting as a single class (with each
Preferred share having the number of votes corresponding to the number of shares
of Common Stock into which it may be converted). As of December 7,
2010, Voting Agreements had been signed by the holders of Preferred and Common
Stock having 59% of the total number of votes that could be cast in a
vote of the Preferred and Common Stock as a single class.
For information regarding the terms of
the Voting Agreements, reference is made to the Company's Current Report on Form
8-K filed on December 1, 2010 and the exhibits thereto.
Completion
of the Sale is subject to a number of conditions, including negotiation and
execution of a mutually satisfactory definitive acquisition agreement,
completion of financing arrangements and due diligence by Stonehenge and
requisite approvals from the Company's senior and subordinated senior lenders
and shareholders. There is
no assurance that the Sale will be completed on the announced terms, or
otherwise.
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.
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National Investment Managers
Inc.
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Date: December 9,
2010
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By: |
/s/ Steven J.
Ross
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Name: Steven J.
Ross
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Title: Chief Executive
Officer
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