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EX-99.1 - EX-99.1 - PENSON WORLDWIDE INC | d85101exv99w1.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): October 11, 2011
Penson Worldwide, Inc.
(Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
001-32878 (Commission File Number) |
75-2896356 (I.R.S. Employer Identification No.) |
1700 Pacific Avenue, Suite 1400, Dallas, Texas (Address of principal executive offices) |
75201 (Zip Code) |
Registrants telephone number, including area code: 214-765-1100
Not Applicable
(Former name and former address, if changed since last report)
(Former name and 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):
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.
On October 13, 2011, Penson Worldwide, Inc. (the Company) issued a news release reporting, among
other things, certain amendments to the Master Services Agreement dated as of November 2, 2009
between the Company and Broadridge Financial Solutions, Inc. (Broadridge) and the related
Schedules (collectively, the MSA). A copy of the press release regarding the above matters is
attached hereto as Exhibit 99.1.
The Amendment Agreement (the Amendment Agreement) between the Company and Broadridge, among other
things, amends the MSA to: (1) expand the scope of services subject to the MSA, (2) provide that
the MSA Schedule related to the Companys United Kingdom subsidiary may be terminated without penalty,
while the termination penalty for the MSA Schedule related to the Companys United States
subsidiary is increased, and (3) provide for a payment by Broadridge of $7,000,000 in connection
with the signing of the Amendment Agreement, expansion of various services subject to the MSA, and
to defray certain costs associated with the conversion by the Company to Broadridges technology
platform. In the event that the Company does not fully outsource the anticipated additional
services to Broadridge by July 1, 2013, a portion of the payment (proportionate to the anticipated
expanded services outsourcing which are not ultimately outsourced) would be refunded to Broadridge.
On August 4, 2011, the Company issued a news release in which it announced that it anticipated it
would outsource certain of its data centers through IBM. That data center outsourcing is not part
of the current transaction with Broadridge and the Company continues to work with Broadridge and
third party vendors to investigate additional cost savings that may be achieved through
streamlining data center functions.
Separately, Penson and Broadridge amended and restated the terms of the Seller Note, dated as of
June 25, 2010, to provide for payment of interest by the Company at maturity rather than quarterly.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1
|
Press release, dated October 13, 2011. |
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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.
PENSON WORLWIDE, INC. |
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Date: October 13, 2011 | By: | /s/ Philip A. Pendergraft | ||
Name: | Philip A. Pendergraft | |||
Title: | Chief Executive Officer |
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EXHIBIT INDEX
Exhibit | ||
No. | Description | |
99.1
|
Press release, dated October 13, 2011. |
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