As filed with the Securities and Exchange Commission on May 15, 2020
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UNITED STATES
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):
May 15, 2020
OPPENHEIMER HOLDINGS INC.
(Exact Name of Registrant as Specified in its Charter)

Commission File Number 1-12043
Delaware 98-0080034
(State of incorporation) (IRS Employer Identification Number)

85 Broad Street New York, NY 10004
(Address of Principal Executive Offices) (Zip Code)

(212) 668-8000
(Registrant’s telephone number, including area code)

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.):

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 CRF 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock
OPY
The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o


        


SECTION 8 - OTHER EVENTS

ITEM 8.01. Other Events.

Oppenheimer Holdings Inc. (NYSE: OPY) today announced that its Board of Directors approved a share repurchase program that authorizes the Company to purchase up to 530,000 shares of the Company’s Class A non-voting common stock, representing approximately 4.2% of its 12,636,523 currently issued and outstanding shares of Class A non-voting common stock. This authorization will supplement the 98,625 shares that remain authorized and available under the Company’s previous share repurchase program covering up to 640,000 shares of the Company’s Class A non-voting common stock, which was announced on July 26, 2019, for a total of 628,625 shares authorized and available for repurchase.  The share repurchase program is expected to continue indefinitely.

See the Company’s press release attached hereto as an exhibit for additional details.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. Financial Statements and Exhibits.

(d) The following Exhibit is submitted herewith.

Exhibit No.
 
Description
 

 

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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.

Oppenheimer Holdings Inc.

Date: May 15, 2020

By: /s/ Jeffrey J. Alfano
---------------------------------
Jeffrey J. Alfano
Chief Financial Officer
(Duly Authorized Officer)


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EXHIBIT INDEX

Exhibit Number
 
Description
 
 
 
 

1    


Exhibit 99.1
Oppenheimer Holdings Inc. Announces Share Repurchase Program

New York, May 15, 2020 - Oppenheimer Holdings Inc. (NYSE: OPY) today announced that its Board of Directors approved a share repurchase program that authorizes the Company to purchase up to 530,000 shares of the Company’s Class A non-voting common stock, representing approximately 4.2% of its 12,636,523 currently issued and outstanding shares of Class A non-voting common stock. This authorization will supplement the 98,625 shares that remain authorized and available under the Company’s previous share repurchase program covering up to 640,000 shares of the Company’s Class A non-voting common stock, which was announced on July 26, 2019, for a total of 628,625 shares authorized and available for repurchase.  The share repurchase program is expected to continue indefinitely.

Any such share purchases will be made by the Company from time to time in the open market at the prevailing open market price using cash on hand, in compliance with the applicable rules and regulations of the New York Stock Exchange, state corporate law and federal and state securities laws and the terms of the Company’s senior secured debt. All shares purchased will be canceled. The timing and amounts of any purchases under the program will be determined by management in its discretion based on market and economic conditions and other factors including price, legal and regulatory requirements and capital availability. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of Class A non-voting common shares. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice. 
Company Information

Oppenheimer Holdings Inc., through its operating subsidiaries, is a leading middle market investment bank and full service broker-dealer that provides a wide range of financial services including retail securities brokerage, institutional sales and trading, investment banking (both corporate and public finance), research, market-making, trust, investment management, and commercial mortgage banking. With roots tracing back to 1881, the firm is headquartered in New York and has 93 offices in 25 states and 5 foreign jurisdictions.
Forward-Looking Statements

This press release includes certain “forward-looking statements” relating to anticipated future performance. For a discussion of the factors that could cause future performance to be different than anticipated, reference is made to Factors Affecting “Forward-Looking Statements” in Part I, Item 2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and Part 1A - Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and Part II, Item 1A - Risk Factors in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

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