-----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, LBZVXAkozBu2uixmAoRBTypMdiFMD3GihdlvdW4Y7fgl+R4vWIUFA+86fJ72RKTd Dr96ikCeZOAyKpFleuN+cw== 0000889812-97-001396.txt : 19970620 0000889812-97-001396.hdr.sgml : 19970620 ACCESSION NUMBER: 0000889812-97-001396 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970618 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970619 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAXCOR FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000931707 STANDARD INDUSTRIAL CLASSIFICATION: LOAN BROKERS [6163] IRS NUMBER: 593262958 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25056 FILM NUMBER: 97626267 BUSINESS ADDRESS: STREET 1: TWO WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: (212) 748-7000 MAIL ADDRESS: STREET 1: TWO WORLD TRADE CENTER STREET 2: 84TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10048 FORMER COMPANY: FORMER CONFORMED NAME: FINANCIAL SERVICES ACQUISITION CORP /DE/ DATE OF NAME CHANGE: 19941020 8-K 1 CURRENT REPORT 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 ---------------- June 18, 1997 ------------------------------------------------ Date of Report (Date of Earliest Event Reported) MAXCOR FINANCIAL GROUP INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-25056 59-3262958 - ---------------------------- ---------------- ------------------- (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation) Number) Identification No.) Two World Trade Center New York, New York ---------------------------------------- (Address of Principal Executive Offices) 10048 ---------- (Zip Code) (212) 748-7000 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Financial Services Acquisition Corporation ------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) The Exhibit Index is on Page 5 Page 1 of 8 Pages Item 5. Other Events On June 18, 1997, Financial Services Acquisition Corporation (the "Registrant") held its annual meeting of shareholders (the "Meeting"). At the Meeting, shareholders approved an amendment to the Registrant's Restated Certificate of Incorporation (the "Charter Amendment") changing the name of the Registrant to "Maxcor Financial Group Inc." The Charter Amendment was filed with the Secretary of State of Delaware, and became effective, on June 18, 1997. A copy of the Charter Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. At the Meeting, shareholders also re-elected two directors - James W. Stevens and Frederick B. Whittemore - as Class I directors of the Registrant, to serve terms expiring at the Registrant's third succeeding annual meeting of stockholders. In addition, shareholders at the Meeting ratified the appointment of Price Waterhouse LLP as the Registrant's independent auditors for the year ending December 31, 1997. At the Meeting, 7,506,527 shares of the Registrant's common stock, par value $.001 per share ("Common Stock"), were represented by proxy or ballot, comprising approximately 83.9% of the 8,949,656 shares of Common Stock outstanding at the close of business on April 24, 1997, the record date for the Meeting. Specific voting results for each of the three proposals described above were as follows: 1. Approval of the Charter Amendment: For: 7,359,964 Against: 10,000 Abstain: 136,563 2. Election of Directors (each nominee): For: 7,387,527 Withheld: 119,000 3. Ratification of Appointment of Independent Accountants: For: 7,369,270 Against: 1,000 Abstain: 136,257 A press release of the Registrant, describing the results of the Meeting, is attached hereto as Exhibit 99.1 and incorporated herein by reference. Page 2 of 8 Pages Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. 3.1 Certificate of Amendment to the Registrant's Restated Certificate of Incorporation. 99.1 Press Release, dated June 18, 1997. Page 3 of 8 Pages SIGNATURE 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. MAXCOR FINANCIAL GROUP INC. By: /s/ Gilbert Scharf --------------------------------------- Name: Gilbert Scharf Title: Chairman of the Board, President and Chief Executive Officer Date: June 18, 1997 Page 4 of 8 Pages EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ----------- -------- 3.1 Certificate of Amendment to the Registrant's Restated 6 Certificate of Incorporation 99.1 Press Release, dated June 18, 1997 7 Page 5 of 8 Pages EX-3.1 2 CERTIFICATE OF AMENDMENT TO THE REGISTRANT'S RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF FINANCIAL SERVICES ACQUISITION CORPORATION FINANCIAL SERVICES ACQUISITION CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY: FIRST: That by a unanimous written consent of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and directing that said amendment be submitted to the stockholders of the Corporation for consideration thereof at the 1997 Annual Meeting of Stockholders. SECOND: That the proposed amendment to the Corporation's Restated Certificate of Incorporation is as follows: Article FIRST of the Corporation's Restated Certificate of Incorporation is hereby amended to read in its entirety as follows: "FIRST: The name of the Corporation is Maxcor Financial Group Inc." THIRD: That, pursuant to resolutions of its Board of Directors, the 1997 Annual Meeting of the Stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. FOURTH: That said amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the undersigned have signed this Certificate and affirm, under penalty of perjury, that this Certificate is the act and deed of the Corporation and the facts stated herein are true. Date: June 18, 1997 /s/ Gilbert Scharf -------------------------------------- Gilbert Scharf, Chairman of the Board, Chief Executive Officer and President Attest: /s/ Roger Schwed - ----------------------- Roger Schwed, Assistant Secretary Page 6 of 8 Pages EX-99.1 3 PRESS RELEASE, DATED JUNE 18, 1997 Exhibit 99.1 DATE: June 18, 1997 FROM: FOR: Andrew Edson & Associates, Inc. Financial Services Acquisition Corporation 79 Madison Avenue, 3rd floor 2 World Trade Center, 84th Floor New York, N.Y. 10016 New York, N.Y. 10048 (212) 213-7636 (212) 748-7000 Andrew S. Edson Gilbert Scharf FOR IMMEDIATE RELEASE - --------------------- FINANCIAL SERVICES ACQUISITION CORPORATION CHANGES CORPORATE NAME TO MAXCOR FINANCIAL GROUP INC. Elects 2 Directors at Annual Meeting NEW YORK, June 18 -- Shareholders at the annual meeting of Financial Services Acquisition Corporation (NASDAQ -- FSAT) held here today have elected to change the Company name to Maxcor Financial Group Inc., effective immediately. "Our new name emphasizes financial strength and maximizing the service we provide to our customers," explained Gilbert D. Scharf, chairman, president and chief executive officer. "The name Maxcor is already known to many of our clients by virtue of our registered broker-dealer subsidiary having operated for the past decade under the name Euro Brokers Maxcor Inc. Additionally, our municipal securities business, which we started a year ago, has traded under the Maxcor name. Going forward, we intend to structure our operations so that all inter-dealer brokerage activities are conducted within Euro Brokers subsidiaries or affiliates and all other financial services activities, such as asset management, information and pricing services and principal capital markets business, are identified with the Maxcor name." The common stock of the Company, which currently is traded on the Nasdaq National Market System under the symbol FSAT, is expected to begin trading on the Nasdaq National Market System under the symbol MAXF by the open of business tomorrow. The new Cusip number for the common stock will be 577772G 10 0. Further, the Nasdaq trading symbols for the Company's series A and series B warrants will become MAXFW (new Cusip number 57772G 11 8) and MAXFZ (new Cusip number 57772G 12 6), respectively. Also at the annual meeting, two current directors of the Company -- James W. Stevens and Frederick B. Whittemore -- were re-elected to the Company's eight-member board. Their term of office as Class I directors will expire in three years. (more) Page 7 of 8 Pages Maxcor - Add 1 Mr. Stevens, 60, has been a director of the Company since the Euro Brokers' acquisition in August 1996. From 1987 through 1994, Mr. Stevens held various senior positions at The Prudential Insurance Company of America, including serving on its operating council and as chairman and chief executive officer of the Prudential Asset Management Group. Previously, he was a managing director of Dillon Read & Co. Inc., chairman of Citicorp Venture Capital Ltd. and group executive of Citicorp's Capital Markets Group. Mr. Whittemore, 65, has been a director of the Company since its inception in 1994. Since 1989, Mr. Whittemore has been an advisory director at Morgan Stanley & Co. and chairman of several of its mutual funds. He started at the investment bank in 1958, was named a partner in 1967 and a managing director from 1970 to 1988. He has also been a member of the Council of Foreign Relations since 1983 and was chairman of the board of the Amos Tuck School of Business Administration at Dartmouth College from 1988 to 1992. Mr. Whittemore is also a former governor and vice chairman of the American Stock Exchange. In another related matter, shareholders at the annual meeting ratified the appointment of Price Waterhouse LLP as the Company's independent auditor for the year ending Dec. 31, 1997. Maxcor Financial Group Inc. is a financial services holding company providing services in a broad range of financial markets and financial instruments. Through its Euro Brokers subsidiaries, it is a leading domestic and international inter-dealer brokerage firm specializing in emerging market products, money market instruments, derivatives, natural gas and electricity, repurchase agreements and fixed income securities. Operating from offices in New York, London, Tokyo, Toronto, Sydney and Mexico City, the Company employs more than 700 professionals who serve a wide range of multinational banks, securities dealers and other financial institutions. ### Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----