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):
April
30, 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:
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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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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.
On
April 30, 2008, Broadpoint
Securities Group, Inc. (“Broadpoint”) entered into a Transition Agreement
(the “Transition Agreement”) with FA Technology Ventures Corporation
(“MgmtCo”), FA Technology Holding, LLC (“NewCo”), George C.
McNamee (a director of Broadpoint), Gregory A. Hulecki, Kenneth A. Mabbs,
Giri
C. Sekhar, John A. Cococcia and Claire Wadlington (such individuals,
collectively, the “FATV Principals”), with regard to a proposed
restructuring of the investment management arrangements relating to FA
Technology Ventures, L.P. (“Fund II”), an existing venture capital fund
managed by MgmtCo, and the formation of FA Technology Ventures III, L.P.
(together with any parallel investment vehicle, “Fund III”), a new
venture capital fund to be sponsored and managed by Newco (which is wholly-owned
by certain of the FATV Principals) and its subsidiaries (collectively, the
“Transactions”). Broadpoint’s Audit Committee approved of the
Transactions pursuant to Broadpoint’s Related Party Transactions
Policy.
MgmtCo
is
a wholly-owned subsidiary of Broadpoint and manages Fund II and certain other
employee investment funds. Concurrent with the first closing of Fund
III (the “Trigger Date”), however, and pursuant to a Consent, Assignment
and Assumption Agreement (the "Consent, Assignment and Assumption
Agreement") to be entered into on the Trigger Date, MgmtCo will assign
all of its rights and interest in the Investment Advisory Agreement between
it
and FATV GP LLC in respect of Fund II (the “Fund II Investment Advisory
Agreement”) to NewCo and NewCo will assume all of MgmtCo’s obligations and
liabilities thereunder and will indemnify Broadpoint and its affiliates
(including MgmtCo) against all claims and liabilities relating to such agreement
arising in respect of matters occurring after the Trigger Date. Any
management fees prepaid to Broadpoint pursuant to the Fund II Investment
Advisory Agreement will be pro-rated on a daily basis and any portion thereof
relating to a period after the Trigger Date will be remitted to NewCo as
soon as
practicable after the Trigger Date. MgmtCo will continue to operate
consistent with current practice (operations, staffing and expenses) for
the
purpose of performing its obligations under the Fund II Investment Advisory
Agreement (and Broadpoint agrees to fund MgmtCo for such operations) through
the
date (the “Cut-Off Date”) that is the earlier to occur of (i) the Trigger
Date and (ii) December 31, 2008.
Pursuant
to the Transition Agreement,
subject to the execution and delivery of certain definitive agreements governing
Fund III and the general partner of Fund III (“GP III”), Broadpoint will
make a capital commitment of $10 million to Fund III (the “Broadpoint
Commitment”) at the closing of Fund III at which the total commitments to
Fund III (excluding the Broadpoint Commitment) exceed a threshold
amount. If such threshold is not met by June 30, 2009, Broadpoint’s
obligation to make the Broadpoint Commitment shall
terminate. Broadpoint has certain additional rights and obligations
under the Transition Agreement, including, without limitation, that the
definitive agreements of GP III will provide Broadpoint (or its designated
subsidiary) with an equity interest in GP III, subject to the making of the
Broadpoint Commitment. In addition, pursuant to the Placement Agent
Agreement (the “Placement Agent Agreement”) concurrently entered into by
NewCo and Broadpoint Capital, Inc., a broker-dealer subsidiary of Broadpoint,
Broadpoint will have the right to receive additional compensation for capital
commitments made (and accepted by GP III) to Fund III from certain
investors.
It
is
also contemplated that, on the Trigger Date, each of the FATV Principals
will
resign from MgmtCo and/or Broadpoint, as the case may be. In
consideration of the assistance contemplated to be given by Broadpoint in
connection with the organization and marketing of Fund III, each FATV Principal
agreed that: during the Non-Solicitation Restricted Period (as defined in
the
Transition Agreement), each FATV Principal will not directly or indirectly
(through NewCo or otherwise) solicit for employment or hire anyone who is
an
employee of Broadpoint or any subsidiary (other than other FATV Principals
and
certain specified employees).
In
connection with the Transactions, Broadpoint also authorized NewCo to use
(and
assigns to NewCo as of the Trigger Date) the name “FA Technology” as part of its
corporate name, subject to Broadpoint’s right to terminate such right in the
event of any breach by NewCo of any of its obligations under the Transition
Agreement.
The
foregoing descriptions of the Transition Agreement, the Placement Agent
Agreement and the Consent, Assignment and Assumption Agreement are not complete
and each is qualified in its entirety by reference to such agreement, a copy
of
which is filed as Exhibit 10.1, 10.2 and 10.3, respectively, hereto and
incorporated herein by reference.
Item
9.01. Financial Statements
and Exhibits.
(d) Exhibits
The
following exhibits
are furnished as part of this Current Report on Form 8-K:
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10.1
– Transition Agreement, dated April 30, 2008, by and among
Broadpoint Securities Group, Inc., FA Technology Ventures Corporation,
FA
Technology Holding,
LLC,
George
C. McNamee, Gregory A. Hulecki, Kenneth A. Mabbs, Giri C. Sekhar,
John A.
Cococcia and Claire Wadlington.
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10.2
– Placement Agent Agreement, dated April 30, 2008, by and
between Broadpoint Capital, Inc. and FA Technology Holding,
LLC.
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10.3
– Form of Consent, Assignment and Assumption Agreement, to be
entered into by FA Technology Ventures Corporation, FA Technology
Holding,
LLC and FATV GP
LLC.
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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.
BROADPOINT
SECURITIES GROUP, INC.
By:
/s/
ROBERT I. TURNER
Name:
Robert I. Turner
Title: Chief
Financial Officer
Dated:
May 6, 2008