-----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, TRC5u9g+kWho9wkRnbMN+yFFheue4kns3jejDOweRF9kUiiCfGTTdKbVs0bbIHsb sQ6Dfpmpr9+tZ9wGKpGmtg== 0000889812-97-001815.txt : 19970912 0000889812-97-001815.hdr.sgml : 19970911 ACCESSION NUMBER: 0000889812-97-001815 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970821 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970828 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: SEC FILE NUMBER: 000-25056 FILM NUMBER: 97671174 BUSINESS ADDRESS: STREET 1: TWO WORLD TRADE CTR CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2127487000 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 ----------------------------- August 21, 1997 Date of Report (Date of earliest event reported) MAXCOR FINANCIAL GROUP INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-25056 59-3262958 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification Number)
Two World Trade Center 84th Floor New York, New York 10048 (Address of Principal Executive Office) (212) 748-7000 (Registrant's telephone number, including area code) Not Applicable (Former Name or Former Address, if Changed Since Last Report - -------------------------------------------------------------------------------- The Exhibit Index is on Page 4 Page 1 of 5 Pages Item 5. Other Events. By press release dated August 21, 1997, the Registrant announced that its Board of Directors has approved the commencement, as soon as practicable, of an exchange offer on the basis of 0.1667 of a share of its Common Stock for each and every outstanding Warrant of the Registrant. Accordingly, the Registrant will issue one whole share of Common Stock in exchange for every six Warrants tendered and accepted in the exchange offer (with cash paid in lieu of fractional shares of Common Stock). The exchange offer will be applicable on the same terms to both series of the Registrant's outstanding warrants, which are respectively traded on the Nasdaq National Market under the symbols "MAXF" and "MAXFZ." The Board of the Registrant also established a minimum tender condition such that the Registrant will not be obligated to proceed with the exchange offer, or can terminate or amend it, if there is not validly tendered and not withdrawn prior to the offer's expiration date a minimum of 95% of the aggregate outstanding Warrants. The offer will also be subject to other customary conditions. The press release of Registrant is attached hereto as Exhibit 99.1 and incorporated herein by reference. On August 27, 1997, the Registrant filed with the Securities and Exchange Commission, for its review and comment, a Registration Statement on Form S-4 containing a preliminary form of prospectus relating to the exchange offer. The exchange offer will only commence, however, upon the Securities and Exchange Commission's declaration of effectiveness of the exchange offer prospectus and the distribution to Warrant holders of such prospectus and other definitive exchange offer documents, and the exchange offer will only be made by means of, and on the basis of the terms set forth in, the definitive prospectus. Item 7. Financial Statements, Pro forma Financial Information and Exhibits (c) Exhibits. 99.1 Press Release, dated August 21, 1997. Page 2 of 5 Pages 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. August 27, 1997 MAXCOR FINANCIAL GROUP INC. By: /s/ Gilbert D. Scharf -------------------------------- Gilbert D. Scharf Chairman, President and Chief Executive Officer Page 3 of 5 Pages EXHIBIT INDEX Exhibit No. Description Page 99.1 Press Release, dated August 21, 1997. 5 Page 4 of 5 Pages EX-99.1 2 PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Maxcor Financial Group Inc. Two World Trade Center, 84th Floor New York, New York 10048 (212) 748-7000, Gilbert Scharf, Chairman MAXCOR FINANCIAL GROUP INC. ANNOUNCES COMMON FOR WARRANT EXCHANGE OFFER NEW YORK August 21, 1997 - Maxcor Financial Group Inc. (NASDAQ: MAXF) announced today that its Board of Directors has approved the commencement, as soon as practicable, of an exchange offer on the basis of 0.1667 of a share of its Common Stock for each and every Warrant of Maxcor Financial outstanding. Accordingly, the Company will issue one whole share of Common Stock in exchange for every six Warrants tendered and accepted in the exchange offer (with cash paid in lieu of fractional shares of Common Stock). The exchange offer will be applicable on the same terms to both series of the Company's outstanding warrants, which are respectively traded on the Nasdaq National Market under the symbols "MAXFW" and "MAXFZ." The Board also established a minimum tender condition such that the Company will not be obligated to proceed with the exchange offer, or can terminate or amend it, if there is not validly tendered and not withdrawn prior to the offer's expiration date a minimum of 95% of the aggregate outstanding Warrants. The offer will also be subject to other customary conditions. The exchange offer will commence upon the Securities and Exchange Commission's declaration of effectiveness of the exchange offer prospectus and the distribution to Warrant holders of such prospectus and other definitive exchange offer documents. The exchange offer will only be made by means of, and on the basis of the terms set forth in, the definitive prospectus. The Company intends to file a registration statement, containing a preliminary form of prospectus, with the Commission no later than next week. Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----