-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ULI0dyZ7efS4R5e1y7Vg6sN95Z41GqjR9CZNzoq6Tn5QAKd3N5ZLEROunPjGhbLq k65qRZ6xGnlT6XZTErf1xg== 0001332551-08-000043.txt : 20080911 0001332551-08-000043.hdr.sgml : 20080911 20080911165136 ACCESSION NUMBER: 0001332551-08-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080910 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080911 DATE AS OF CHANGE: 20080911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCE AMERICA INC CENTRAL INDEX KEY: 0000083402 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 720654145 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04408 FILM NUMBER: 081067643 BUSINESS ADDRESS: STREET 1: ONE CRESCENT DRIVE, SUITE 203 STREET 2: NAVY YARD CORPORATE CENTER CITY: PHILADELPHIA STATE: PA ZIP: 19112 BUSINESS PHONE: 215-546-5005 MAIL ADDRESS: STREET 1: ONE CRESCENT DRIVE, SUITE 203 STREET 2: NAVY YARD CORPORATE CENTER CITY: PHILADELPHIA STATE: PA ZIP: 19112 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE AMERICA LLC DATE OF NAME CHANGE: 20060928 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE AMERICA INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE EXPLORATION INC DATE OF NAME CHANGE: 19890214 8-K 1 rai8ksusptradng091008.htm RAI 8K TEMPORARY SUSPENSION OF TRADING 091008 rai8ksusptradng091008.htm
 


UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, DC 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): September 10, 2008
 
Resource America, Inc.
(Exact name of registrant as specified in its chapter)
 
Delaware
 
0-4408
 
72-0654145
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
         
One Crescent Drive, Suite 203,
Navy Yard Corporate Center
Philadelphia, PA
     
19112
(Address of principal executive offices)
     
(Zip Code)
 
Registrant's telephone number, including area code: 215-546-5005
 
(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))
 

 
Item 5.04   Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans
 
On September 10, 2008, the Plan Administrator for the Resource America, Inc. Savings Plan (the “401(k) Plan”) notified Resource America, Inc. (“RAI”) of a proposed blackout period regarding the 401(k) Plan, in accordance with the requirements of Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended.  The blackout period for the 401(k) Plan is scheduled to begin on Friday, October 10, 2008, at 4:00 p.m. Eastern Time and end on December 2, 2008 (the “Blackout Period”) and is required in order to effect a transition of the administration of the 401(k) Plan to a new service provider.

During the Blackout Period, participants in the 401(k) Plan will be temporarily suspended from making certain transactions under the 401(k) Plan, including borrowing or taking distributions from accounts, changing contribution rates, or directing or diversifying investments.  Notice of the Blackout Period was sent to all participants or beneficiaries under the 401(k) Plan beginning on September 10, 2008.

On September 10, 2008, RAI sent a notice to its directors and executive officers informing them of the Blackout Period and the prohibitions on engaging in any non-exempt transactions in equity securities of RAI during the Blackout Period, as well as during the regularly scheduled quarterly blackout periods applicable to directors and certain employees (including all executive officers) (the “Notice”). A regularly scheduled quarterly blackout period begins prior to the Blackout Period and may not end until after the end date of the Blackout Period.

The Notice was provided to RAI’s directors and executive officers pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR.  A copy of the Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

A participant in the 401(k) Plan, a security holder or other interested person may obtain, without charge, information regarding the Blackout Period, including the actual ending date of the Blackout Period.  Information may be obtained before, during and for at least two years after the Blackout Period by any of the following methods:

Mail − Resource America, Inc., 1845 Walnut Street, 10th Floor, Philadelphia, PA 19103; Attn: Chief Legal Officer
Phone − (215) 546-5005
 
Item 9.01   Financial Statements and Exhibits
 
    (d) The exhibit furnished as part of this report is identified in the Exhibit Index immediately following the signature page of this report. Such Exhibit Index is incorporated herein by reference.
 

 
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, thereunto duly authorized.
 
     
 
Resource America, Inc.
     
Date: September 11, 2008
By:
/s/ Michael S. Yecies
 
Michael S. Yecies
 
Senior Vice President and Chief Legal Officer
 


 
Exhibit Index
 
Exhibit No.
Description
EX 99.1
Notice of Blackout Period provided to Resource America, Inc. directors and executive officers
   
 
 
 



 
 

 
EX-99.1 2 exhibit99_1.htm NOTICE OF BLACKOUT PERIOD exhibit99_1.htm
 
 


 
Exhibit 99.1



MEMORANDUM

     
To:
 
Members of the Board of Directors and Executive Officers of Resource America, Inc.
     
From:
 
Michael Yecies, Chief Legal Officer
     
RE:
 
Notice of Blackout Period
     
Date:
 
September 10, 2008
 

As you know, you may not buy or sell equity securities of Resource America during a specified period of time in each calendar quarter (the “Quarterly Blackout Period”).  Resource America publicly released its third quarter 2008 earnings on August 6, 2008, and the Quarterly Blackout Period ended after the close of business on August 8, 2008.  The Quarterly Blackout Period for the fourth quarter and fiscal year ending September 30, 2008 will begin on September 15, 2008 and will last until the second business day following the public release of Resource America’s fourth quarter and fiscal year ending September 30, 2008 earnings.  You will be informed of the exact date on which the Quarterly Blackout Period for the fourth quarter and fiscal year ending September 30, 2008 will end.

Please note that the Quarterly Blackout Period for the fourth quarter is expected to overlap with - but may not necessarily end at the same time as - a separate blackout period for participants in the Resource America, Inc. Investment Savings Plan (the “401(k) Plan”).  As explained in the attached notice for the Resource America, Inc. Investment Savings Plan, the blackout period for the 401(k) Plan is scheduled to begin on Friday, October 10, 2008 at 4:00 p.m. Eastern Time, and end on December 2, 2008 (the “Plan Blackout Period”).

Even if you are not a participant in the 401(k) Plan, you will be prohibited from trading in equity securities of Resource America, other than exempt transactions, from September 15, 2008 until the expiration of the Quarterly Blackout Period for the fourth quarter and fiscal year ending September 30, 2008 or the expiration of the Plan Blackout Period, whichever is later.

Federal securities laws require us to provide this notice to you as a director or executive officer of Resource America.

If you participate in the 401(k) Plan, you will be prohibited from completing transactions relating to the 401(k) Plan during the Plan Blackout Period.  During this period, you will further be prohibited from trading in equity securities of Resource America, outside of the context of the 401(k) Plan, if those securities were acquired in connection with your service or employment as a director or executive officer of Resource America.  Finally, certain transactions are exempt from the prohibitions of both blackout periods - please contact me at (215) 546-5005 for further information or questions.
 

Memorandum to Resource America Directors and Executive Officers
September 10, 2008
Page 2 of 2


Any pending purchase or sale orders involving equity securities of Resource America that could be executed during a blackout period must be canceled, unless they are part of a written trading plan that has been cleared by Resource America or are otherwise exempt transactions.  Please refer to our Code of Ethics and Insider Trading Policy for further information regarding investment in Resource America securities and remember that you are prohibited from buying, selling or recommending securities while you are aware of material, non-public information about the security or its issuer.  Once these blackout periods end, you are still subject to the normal rules requiring pre-clearance of equity securities of Resource America.
 
 


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