efc9-0320_6874582form8k.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):
March
3, 2009
___________
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.)
12
East 49th Street,
31st
Floor
New
York, New York
(Address
of Principal Executive Offices)
10117
(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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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
7.01.
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Regulation
FD Disclosure.
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On March
3, 2009, one or more officers and directors of the Company will hold a
conference call discussing the slide presentation attached hereto as Exhibit
99.1 and incorporated by reference herein.
The slide
presentation contains forward-looking statements about the Company and its
business. These statements are not historical facts but instead represent the
Company’s belief regarding future events, many of which, by their nature, are
inherently uncertain and outside the Company’s control. The Company’s
forward-looking statements are subject to various risks and uncertainties,
including the conditions of the securities markets, generally, and acceptance of
the Company’s services within those markets and other risks and factors
identified from time to time in the Company’s filings with the Securities and
Exchange Commission (the “SEC”). It is possible
that the Company’s actual results and financial condition may differ, possibly
materially, from the anticipated results and financial condition indicated in
its forward-looking statements. You are cautioned not to place undue reliance on
these forward-looking statements. The Company does not undertake to update any
of its forward-looking statements.
The
information in Item 7.01 of this Form 8-K and the Exhibits attached hereto shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, (the “Exchange Act”) or
otherwise subject to the liabilities of that section, nor shall they be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended (the “Securities Act”) or
the Exchange Act, except as expressly set forth by specific reference in such
filing. The disclosure in this Current Report on Form 8-K, including the
Exhibits attached hereto, of any information (financial or otherwise) does not
constitute an admission that such information is material.
On March
3, 2009, the Company issued a press release announcing that the
Company and Magnolia Advisory LLC (“Merger Sub”), a
wholly-owned subsidiary of the Company, entered into an Agreement and Plan of
Merger, dated as of March 2, 2009, among the Company, Merger Sub, Gleacher
Partners Inc., certain stockholders of Gleacher Partners Inc. and each of
the holders of interests in Gleacher Holdings LLC other than Gleacher Partners
Inc. The press release is attached as Exhibit 99.2
hereto.
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Item
9.01.
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Financial
Statements and Exhibits.
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The
following exhibits are furnished as part of this Current Report on Form
8-K:
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99.1
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Presentation
dated March 3, 2009 (this presentation shall not be deemed “filed” for
purposes of Section 18 of the Exchange Act, or otherwise incorporated
by reference in any filing under the Securities Act or the Exchange
Act).
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99.2
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Press
Release issued by Broadpoint Securities Group, Inc. dated March 3,
2009.
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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/ Robert
Turner |
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Robert Turner |
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Chief Financial
Officer |
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| Dated:
March 3, 2008 |
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