efc8-0404_8k.htm
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):
February
26, 2008
___________
BROADPOINT SECURITIES GROUP,
INC.
(Exact
name of registrant as specified in its charter)
___________
New
York
(State
or other jurisdiction of incorporation)
0-14140
(Commission
File Number)
22-2655804
(IRS
Employer Identification No.)
One
Penn Plaza
New
York, New York
(Address
of Principal Executive Offices)
10119
(Zip
Code)
(212) 273-7100
(Registrant’s
telephone number, including area code)
Not
Applicable
(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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement.
Fully
Disclosed Clearing Agreement
On February 26, 2008, our wholly-owned
broker-dealer subsidiary, Broadpoint Capital, Inc. (“Broadpoint Capital”)
entered into a Fully Disclosed Clearing Agreement (the “Pershing Clearing
Agreement”) with Pershing LLC (“Pershing”) whereby Pershing agreed to provide
certain execution and clearing services to Broadpoint Capital and its customers.
The initial term of the Pershing Clearing Agreement commences on the later of
its approval by the Financial Industry Regulatory Authority (“FINRA”) and the
closing of the transactions described in Item 8.01 below. The Pershing Clearing
Agreement may be terminated by either party without cause upon ninety days prior
notice. The Pershing Clearing Agreement is filed as Exhibit 10.1
hereto.
Voting
Agreement
On February 29, 2008, Broadpoint
Securities Group, Inc. (the “Company”) and MatlinPatterson FA Acquisition LLC
(“MatlinPatterson”) entered into a Voting Agreement (the “Voting Agreement”)
whereby MatlinPatterson agreed to vote its shares in the Company in favor of an
increase in the number of authorized shares under the Company’s 2007 Incentive
Compensation Plan (the “Plan”) to be submitted to shareholders at the Company’s
2008 Annual Meeting. The Voting Agreement was entered into in connection with
the transaction described in Item 8.01 below for the purpose of allowing certain
new employees to be awarded restricted stock units and/or shares of restricted
stock under the Plan. The Voting Agreement is filed as Exhibit 10.2
hereto.
Item
8.01. Other
Events.
On March 3, 2008, the Company announced
that it has completed the hiring of 47 employees of the New Jersey based Fixed
Income division of BNY Capital Markets, Inc. and the acquisition of certain
related assets.
See the press release dated March 3,
2008, which is attached as Exhibit 99.1 hereto, for additional
information.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished as
part of this Current Report on Form 8-K:
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10.1
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- Fully
Disclosed Clearing Agreement entered into by Broadpoint Capital, Inc. and
Pershing LLC.
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10.2
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-
Voting Agreement dated February 29., 2008 entered into by Broadpoint
Securities Group, Inc. and MatlinPatterson FA Acquisition
LLC.
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99.1
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- Press
release dated March 3, 2008 issued by the
Company.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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BROADPOINT SECURITIES GROUP,
INC. |
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By:
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/s/ C.
Brian Coad |
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C.
Brian Coad |
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Chief
Financial Officer |
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Dated:
March 3, 2008