-----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, Kzh/2UVcGgQSk01o89qWgSDLLuErDuoe8oJ4BuIoiATHMaZ/EFWcdFZYuYeW8gDz EyTbtyrr52wpQ01XfqPbEg== 0001065949-09-000199.txt : 20091027 0001065949-09-000199.hdr.sgml : 20091027 20091027150623 ACCESSION NUMBER: 0001065949-09-000199 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091026 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091027 DATE AS OF CHANGE: 20091027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOBS FINANCIAL GROUP, INC. CENTRAL INDEX KEY: 0000857501 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 840922335 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21210 FILM NUMBER: 091139102 BUSINESS ADDRESS: STREET 1: 300 SUMMERS STREET, SUITE 970 CITY: CHARLESTON STATE: WV ZIP: 25301 BUSINESS PHONE: 3043438171 MAIL ADDRESS: STREET 1: 300 SUMMERS STREET, SUITE 970 CITY: CHARLESTON STATE: WV ZIP: 25301 FORMER COMPANY: FORMER CONFORMED NAME: NELX INC DATE OF NAME CHANGE: 19940322 FORMER COMPANY: FORMER CONFORMED NAME: NELSON EXPLORATION INC /KS/ DATE OF NAME CHANGE: 19940131 8-K 1 jfgi8koct2609vfinal.txt 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): October 26, 2009 ---------------- JACOBS FINANCIAL GROUP, INC. ------------------------------ (Exact name of Registrant as specified in its charter) Delaware ---------------- (State or Other Jurisdiction of Incorporation) 0-21210 84-0922335 ---------------------- ------------------------------------- (Commission File Number) (I.R.S. Employer Identification Number) 300 Summers Street, Suite 970, Charleston, West Virginia 25301 ------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (304) 343-8171 ----------------- (Registrant's Telephone Number, Including Area Code) ------------------------------------------------------- (Former name, former address and former fiscal year, 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: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 7 - REGULATION FD ITEM 7.01 REGULATION FD DISCLOSURE. Press Release The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing. On October 26, 2009, Jacobs Financial Group, Inc. issued a press release. The text of the press release is attached herewith as Exhibit 99.1. SECTION 8 - OTHER EVENTS ITEM 8.01 OTHER EVENTS The Registrant has issued a press release announcing that the Corporation has received the approval of the holders of a majority of its outstanding shares of Series B Preferred Stock ("Series B Shares") to implement a proposed recapitalization of the Series B Preferred (the "Recapitalization"). Pursuant to the Recapitalization, participating Series B Shareholders will exchange their Series B Shares for shares of a new series of preferred stock to be designated as Series C Preferred Stock. The purpose of the Recapitalization is to strengthen the balance sheet of the Corporation. This will be accomplished by replacing the participating Series B Shares, which are classified as a liability of the Corporation for financial statement purposes based upon the Series B Shares becoming redeemable at the end of 2010, with Series C Shares (which are expected to be classified as permanent equity). The Recapitalization is expected to take place effective on or about October 30, 2009. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. a) Financial Statements of business acquired - None b) Pro Forma Financial Information - None c) Shell Company Transactions - None d) Exhibits - 99.1 - Press Release dated October 26, 2009 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 hereunto duly authorized. Jacobs Financial Group, Inc. ---------------------------- (Registrant) /s/ John M. Jacobs ----------------------------- Date: October 26, 2009 John M. Jacobs President -1- EX-99.1 2 ex991.txt EXHIBIT 99.1 PRESS RELEASE: JACOBS FINANCIAL GROUP APPROVES RECAPITALIZATION Charleston, West Virginia, October 26, 2009. Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI), today announced that the Corporation has received the approval of the holders of a majority of its outstanding shares of Series B Preferred Stock ("Series B Shares") to implement a proposed recapitalization of the Series B Preferred (the "Recapitalization"). Pursuant to the Recapitalization, participating Series B Shareholders will exchange their Series B Shares for shares of a new series of preferred stock to be designated as Series C Preferred Stock. The purpose of the Recapitalization is to strengthen the balance sheet of the Corporation. This will be accomplished by replacing the participating Series B Shares, which are classified as a liability of the Corporation for financial statement purposes based upon the Series B Shares becoming redeemable at the end of 2010, with Series C Shares (which are expected to be classified as permanent equity). The Recapitalization is expected to take place effective on or about October 30, 2009. The terms of the Recapitalization and the Series C Preferred Stock are anticipated to include the following: o As an inducement to the Series B Shareholders to participate in the Recapitalization, each participating Series B Shareholder will receive for each Series B Share one Series C Share, plus 2000 shares of Common Stock of the Corporation. o The Series C Shares will have the same priority in the capital structure of the Corporation as the Series B Shares, will have the same $1000 per share issue price, will have the same 8% dividend rate and will carryover the accrued but unpaid dividends previously accumulated on the Series B Shares exchanged therefor. o The Series C Shares will be convertible into shares of the common stock of the Corporation at the option of the holders thereof at a conversion price of $0.10 per share, which contrasts to the $1.00 per share conversion price of the Series B Shares. o The Series C Shareholders will have no right of redemption, but the Corporation will have the option to redeem the Series C Shares at a price that equals the sum of the issue price, plus all accrued but unpaid dividends. Announcing the Recapitalization, John M. Jacobs, the president of the Corporation, said, "We have made a lot of progress this year, including securing reinsurance for our subsidiary, First Surety Corporation from Lloyds of London, and issuing over 200 coal reclamation surety bonds totaling in excess of $35 million. The overhang of our Series B Shares as a debt-like preferred stock has been a concern for us. This Recapitalization will benefit the Corporation and will benefit, and has found the support of, over 60% of our Series B Shareholders. This group includes some of the most loyal supporters of what we are working to accomplish - bringing cost efficient and environmentally sound coal reclamation surety bonding programs to the coal industry." Jacobs Finanical Group is a Charleston, West Virginia-based holding company for First Surety Corporation, a West Virginia domiciled surety, Triangle Surety Agency, an insurance agency that specializes in coal reclamation surety bonds, and Jacobs & Company, a registered investment advisor. -----END PRIVACY-ENHANCED MESSAGE-----