UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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) –
September 2, 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 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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On September 2, 2008 Broadpoint Securities Group, Inc. (the “Company”) entered into a
stock purchase agreement (the “Stock Purchase Agreement”) with American Technology Research
Holdings, Inc., a Delaware corporation (“AmTech”), Richard J. Prati, Curtis L. Snyder,
Richard Brown, Robert Sanderson and Bradley Gastwirth (such individuals, together with all other
holders of AmTech Common Stock (as defined below) and options to purchase AmTech Common Stock who
join such Stock Purchase Agreement, the “Sellers”), providing for the acquisition by the
Company of all of the issued and outstanding shares of common stock, par value $0.01 per share, of
AmTech (the “AmTech Common Stock”) held by the Sellers and the cancellation of all
outstanding options to purchase AmTech Common Stock held by the Sellers. The aggregate
consideration to be paid by the Company is $10.0 million in cash (subject to adjustment), an
aggregate of 2,676,437 shares of common stock, par value $0.01 per share, of the Company (the
“Company Common Stock”), which will be subject to transfer restrictions that will lapse
ratably over the three years following the closing, and an aggregate of 323,563 shares of
restricted stock from the Company’s 2007 Incentive Compensation Plan (the “Plan”), subject to
vesting over a three year period based on continued employment with AmTech. The Sellers will also
have the right to receive certain earn-out payments, consisting of 100% of the profits earned by
AmTech in the fourth quarter of fiscal year 2008 and all of fiscal years 2009, 2010 and 2011, up to
an aggregate of $15 million in profits. The Sellers also will have the right to receive earn-out
payments consisting of 50% of such profits in excess of $15 million. All such earn-out payments
will be paid 50% in cash and, depending on the recipient thereof, either 50% in Company Common
Stock, which will be subject to transfer restrictions that will lapse ratably over the three years
following issuance, or 50% in restricted stock from the Plan, subject to vesting based on continued
employment with AmTech.
The Stock Purchase Agreement includes customary representations, warranties and covenants for
a transaction of this type. The closing of the acquisition is subject to certain customary closing
conditions, such as the receipt of certain regulatory approvals, as well as 75% of the holders of
AmTech Common Stock and options to purchase AmTech Common Stock joining the Stock Purchase
Agreement. The Stock Purchase Agreement also contains indemnification provisions subject to
specified limitations as to time and amount. The Stock Purchase Agreement may be terminated under
customary circumstances, including by either party if the transaction is not consummated by
December 31, 2008. In connection with the reorganization of its existing equities business, the
Company expects to record a charge in the third quarter of approximately $2.0 million.
The foregoing description of the terms of the Stock Purchase Agreement is not complete and is
qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is attached
as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
See the press release dated September 2, 2008, which is attached as Exhibit 99.1 hereto, for
additional information.
Item 3.02. Unregistered Sales of Equity Securities.
In connection with, and as consideration for, the transactions contemplated by the Stock
Purchase Agreement, the Company has agreed to issue 2,676,437 shares of Company Common Stock (the
“Closing Stock Payment”) to the Sellers. The Closing Stock Payment was negotiated between
the Company, AmTech and certain of the Sellers in connection with the negotiation of the Stock
Purchase Agreement. The offering of the Closing Stock Payment is being made to