-----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, SI2aWuOllQj7W4dqbu2+QfSr4FN5n0NArF/XAbawt4cUwskDjuu81KEfYEPHDV2l 1A8IPN8IOGqWP8+tlr8JcA== 0001019056-01-000056.txt : 20010207 0001019056-01-000056.hdr.sgml : 20010207 ACCESSION NUMBER: 0001019056-01-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010126 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAXCOR FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000931707 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] 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: 1526267 BUSINESS ADDRESS: STREET 1: TWO WORLD TRADE CTR STREET 2: 84TH FL 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 0001.txt FORM 8-K 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 ---------------- January 26, 2001 ---------------- 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 Number) (I.R.S. Employer of Incorporation) 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) --------------------------- (Former Name or Former Address, if Changed Since Last Report) The Exhibit Index is on Page 4 Page 1 of 10 Pages ITEM 5. OTHER EVENTS On January 26, 2001, the registrant issued two press releases. The first announced that the registrant's Board of Directors had authorized the expansion of the registrant's existing stock repurchase program by up to an additional 787,869 shares, or 10% of the registrant's currently outstanding common stock. This authorization was in addition to the original May 2000 repurchase authorization of 833,744 shares (10% of the registrant's outstanding common stock at that time), which, as of January 22, 2001, had been completely utilized. The second press release announced that, based on preliminary and unaudited figures, the registrant expects to report a net operating profit of approximately $.02 per common share for its fourth quarter ended December 31, 2000, on revenues of approximately $36.6 million. By contrast, for the fourth quarter of 1999, the registrant reported a net operating loss of approximately ($0.14) per common share, on revenues of approximately $32.8 million On February 5, 2001, the registrant issued a press release announcing that its broker-dealer subsidiary had commenced offering its institutional customer base a brokerage service in U.S. Government Agency Debt. The release also noted that the new desk uses an automated broker interface developed by the registrant's Tradesoft Technologies affiliate. The registrant's press releases announcing the matters described above are attached hereto respectively as Exhibits 99.1, 99.2 and 99.3, and each such press release is hereby incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) EXHIBITS. 99.1 Press Release, dated January 26, 2001. 99.2 Press Release, dated January 26, 2001. 99.3 Press Release, dated February 5, 2001. Page 2 of 10 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: February 6, 2001 Page 3 of 10 Pages EXHIBIT INDEX EXHIBIT NO. DESCRIPTION PAGE NO. 99.1 Press Release, dated January 26, 2001 5 99.2 Press Release, dated January 26, 2001 7 99.3 Press Release, dated February 5, 2001 9 Page 4 of 10 Pages EX-99.1 2 0002.txt EXHIBIT 99.1 EXHIBIT 99.1 ---------------- MAXCOR FINANCIAL ---------------- FOR IMMEDIATE RELEASE MAXCOR FINANCIAL GROUP INC. ANNOUNCES INCREASE IN STOCK REPURCHASE PROGRAM NEW YORK, January 26, 2001 - Maxcor Financial Group Inc. (Nasdaq: MAXF) announced today that its Board of Directors has authorized the repurchase of up to an additional 787,869 shares, or 10% of its currently outstanding common stock, under its stock repurchase program that was initiated in May 2000. As of the beginning of this week, the Company had completed the repurchase of the full 833,744 shares originally authorized to be repurchased under its May 2000 program. The aggregate purchase price for such shares was $1,187,650, or $1.42 per share. As a result, the Company currently has 7,878,693 shares outstanding and holds 3,513,576 shares in treasury. As was the case with the original repurchase program authorization, purchases of the additional shares will be made from time to time as market and business conditions warrant, in open market, negotiated or block transactions. All purchases are subject to the availability of shares at prices which are acceptable to the Company, and, accordingly, there is no guarantee as to the timing or number of shares to be repurchased. Repurchases are anticipated to be funded using cash from operations and borrowings under the Company's existing credit facility. "We continue to believe that our shares at current and recent valuations represent an attractive long-term investment for the Company," stated Gil Scharf, Chairman and Chief Executive Officer of Maxcor. "This extension of our repurchase program maintains the opportunity to repurchase our shares as and when market conditions and funds availability warrant it." The Company intends but is not obligated to make any open market repurchases in compliance with the "safe harbor" provisions of the Securities and Exchange Commission's Rule 10b-18, which specifies certain timing, price, manner and volume parameters for such purchases. Shares repurchased are expected to be held in treasury, but may be reissued in the future in connection with corporate purposes, such as acquisitions or stock option exercises. Maxcor Financial Group Inc. (www.maxf.com), through its various Euro Brokers entities, is a leading domestic and international inter-dealer brokerage firm specializing in interest rate and currency derivatives, emerging market debt products, cash deposits and other money market instruments, repurchase agreements, corporate bonds, federal agency bonds and other fixed income securities, and certain energy products. Maxcor Financial Inc. is the Company's U.S. registered broker-dealer subsidiary, and Maxcor Financial Asset Management Inc. is the Company's SEC registered investment adviser subsidiary. The Company employs in excess of 500 persons and maintains principal offices in New York, London, and Tokyo, with other international offices in Geneva and Mexico City. CONTACT: Maxcor Financial Group Inc., New York Investor Relations: Roger Schwed, (212) 748-7000 Page 5 of 10 Pages - -------------------------------------------------------------------------------- THIS RELEASE CONTAINS CERTAIN "FORWARD-LOOKING" STATEMENTS MADE PURSUANT TO THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. WHEREVER POSSIBLE, THE COMPANY HAS IDENTIFIED THESE FORWARD-LOOKING STATEMENTS BY WORDS SUCH AS "BELIEVES," "ANTICIPATES," "EXPECTS," "INTENDS" AND SIMILAR PHRASES. SUCH FORWARD-LOOKING STATEMENTS, WHICH DESCRIBE THE COMPANY'S CURRENT BELIEFS CONCERNING FUTURE BUSINESS CONDITIONS AND THE OUTLOOK FOR THE COMPANY, ARE SUBJECT TO SIGNIFICANT UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. ACTUAL RESULTS OR PERFORMANCE COULD DIFFER MATERIALLY FROM THAT EXPECTED BY THE COMPANY. UNCERTAINTIES INCLUDE FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS, THE SUCCESS OF TECHNOLOGY DEVELOPMENT AND DEPLOYMENT, THE STATUS OF RELATIONSHIPS WITH EMPLOYEES, CUSTOMERS AND CLEARING FIRMS, POSSIBLE THIRD-PARTY LITIGATIONS OR OTHER UNANTICIPATED CONTINGENCIES, THE ACTIONS OF COMPETITORS, AND GOVERNMENT REGULATORY CHANGES. REFERENCE IS MADE TO THE "CAUTIONARY STATEMENTS" SECTION OF THE COMPANY'S 1999 ANNUAL REPORT ON FORM 10-K AND TO THE COMPANY'S SUBSEQUENT FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION FOR A FULLER DESCRIPTION OF THESE AND ADDITIONAL UNCERTAINTIES. THE FORWARD-LOOKING STATEMENTS MADE HEREIN ARE ONLY MADE AS OF THE DATE OF THIS PRESS RELEASE, AND THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY UPDATE SUCH FORWARD-LOOKING STATEMENTS TO REFLECT SUBSEQUENT EVENTS OR CIRCUMSTANCES. - -------------------------------------------------------------------------------- Page 6 of 10 Pages EX-99.2 3 0003.txt EXHIBIT 99.2 EXHIBIT 99.2 ---------------- MAXCOR FINANCIAL ---------------- FOR IMMEDIATE RELEASE MAXCOR FINANCIAL GROUP INC. ANTICIPATES 4Q PROFIT NEW YORK, January 26, 2001 - Maxcor Financial Group Inc. (Nasdaq: MAXF) today announced that, based on preliminary and unaudited figures, it expects to report a net operating profit of approximately $0.02 per common share for its fourth quarter ended December 31, 2000, on revenues of approximately $36.6 million. By contrast, for the fourth quarter of 1999, the Company reported a net operating loss of approximately ($0.14) per common share, on revenues of approximately $32.8 million. The Company expects that total net income for the fourth quarter of 2000 will be approximately $0.01 per common share, reflecting the inclusion of certain non-operating items such as goodwill amortization and restructuring charges associated with some of the Company's foreign locations. In the fourth quarter of 1999, the Company's total net loss was approximately the same as its net operating loss, or ($0.14) per common share. Separately, the Company also announced that its Board has authorized the expansion of its existing stock repurchase program by up to an additional 787,869 shares, or 10% of the Company's currently outstanding common stock. This authorization is in addition to the original May 2000 repurchase authorization of 833,744 shares (10% of the Company's outstanding common stock at that time), which, as of the beginning of this week, had been completely utilized. Maxcor Financial Group Inc. (WWW.MAXF.COM), through its various Euro Brokers entities, is a leading domestic and international inter-dealer brokerage firm specializing in interest rate and currency derivatives, emerging market debt products, cash deposits and other money market instruments, repurchase agreements, corporate bonds, federal agency bonds and other fixed income securities, and certain energy products. Maxcor Financial Inc. is the Company's U.S. registered broker-dealer subsidiary, and Maxcor Financial Asset Management Inc. is the Company's SEC registered investment adviser subsidiary. The Company employs in excess of 500 persons and maintains principal offices in New York, London, and Tokyo, with other international offices in Geneva and Mexico City. CONTACT: Maxcor Financial Group Inc., New York Investor Relations: Roger Schwed, (212) 748-7000 Page 7 of 10 Pages - -------------------------------------------------------------------------------- THIS RELEASE CONTAINS CERTAIN "FORWARD-LOOKING" STATEMENTS MADE PURSUANT TO THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. WHEREVER POSSIBLE, THE COMPANY HAS IDENTIFIED THESE FORWARD-LOOKING STATEMENTS BY WORDS SUCH AS "BELIEVES," "ANTICIPATES," "EXPECTS," "INTENDS" AND SIMILAR PHRASES. SUCH FORWARD-LOOKING STATEMENTS, WHICH DESCRIBE THE COMPANY'S CURRENT BELIEFS CONCERNING FUTURE BUSINESS CONDITIONS AND THE OUTLOOK FOR THE COMPANY, ARE SUBJECT TO SIGNIFICANT UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. ACTUAL RESULTS OR PERFORMANCE COULD DIFFER MATERIALLY FROM THAT EXPECTED BY THE COMPANY. UNCERTAINTIES INCLUDE FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS, THE SUCCESS OF TECHNOLOGY DEVELOPMENT AND DEPLOYMENT, THE STATUS OF RELATIONSHIPS WITH EMPLOYEES, CUSTOMERS AND CLEARING FIRMS, POSSIBLE THIRD-PARTY LITIGATIONS OR OTHER UNANTICIPATED CONTINGENCIES, THE ACTIONS OF COMPETITORS, AND GOVERNMENT REGULATORY CHANGES. REFERENCE IS MADE TO THE "CAUTIONARY STATEMENTS" SECTION OF THE COMPANY'S 1999 ANNUAL REPORT ON FORM 10-K AND TO THE COMPANY'S SUBSEQUENT FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION FOR A FULLER DESCRIPTION OF THESE AND ADDITIONAL UNCERTAINTIES. THE FORWARD-LOOKING STATEMENTS MADE HEREIN ARE ONLY MADE AS OF THE DATE OF THIS PRESS RELEASE, AND THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY UPDATE SUCH FORWARD-LOOKING STATEMENTS TO REFLECT SUBSEQUENT EVENTS OR CIRCUMSTANCES. - -------------------------------------------------------------------------------- Page 8 of 10 Pages EX-99.3 4 0004.txt EXHIBIT 99.3 EXHIBIT 99.3 ---------------- MAXCOR FINANCIAL ---------------- FOR IMMEDIATE RELEASE MAXCOR ANNOUNCES COMMENCEMENT OF U.S. GOVERNMENT AGENCY DEBT BROKERAGE DESK BROKER INTERFACE ON DESK IS AUTOMATED USING TRADESOFT TECHNOLOGIES SYSTEM NEW YORK, February 5, 2001 - Maxcor Financial Inc., the broker-dealer subsidiary of Maxcor Financial Group Inc. (Nasdaq: MAXF), today announced that it has commenced offering its institutional customer base a brokerage service in U.S. Government Agency Debt. The new desk is being staffed by a core of experienced brokers recently hired by Maxcor from several competing firms. Ed Mardovich, the President of Maxcor Financial Inc., commented, "We are delighted to add Agencies to our universe of fixed-income brokerage offerings. The brokers we have hired have excellent reputations and market relationships, and we are already receiving enthusiastic and positive feedback from our customers on the quality of service and liquidity being provided. We expect to continue to build the desk and its customer base in the weeks ahead, and look forward to achieving a significant market share." According to a report released by The Bond Market Association, at the end of Q3 2000 the estimated amount of outstanding U.S. Government Agency debt was approximately $1,877 billion. The amount of outstanding Agency Debt has continued to rise over the past fifteen years, whereas the outstanding amount of U.S. Treasury debt has been shrinking since 1996. Maxcor emphasized that the structure and set up of the new desk has taken full advantage of Maxcor's in-house software and technology development efforts. The broker interface on the desk has been fully automated using the software and system developed by Maxcor's Tradesoft Technologies affiliate. The result is that brokers on the desk can provide their customers with virtually instantaneous trading and market information and analysis. In addition, the Tradesoft front end screen system has been seamlessly linked with Maxcor's proprietary middle-office touchpad blotter system, which allows rapid and accurate capturing and verification of trade information and the forwarding of the same to back-office systems for clearing and settlement. "This new Agency Desk is an example of how we are planning to grow our business by integrating what we feel is the best technology with the best voice brokers," said Gilbert Scharf, Chairman and Chief Executive Officer of Maxcor Financial Group Inc. "The markets we are involved with are not commoditized to the extent that our core customers are willing to forego talking to the broker for information and execution. Our vision is that the combination of quality voice brokering and advanced screen system technology is the best way to service our customers, and gives us the ability to tailor our services to their needs, as opposed to the other way around." Page 9 of 10 Pages Maxcor Financial Group Inc. (www.maxf.com), through its various Euro Brokers entities, is a leading domestic and international inter-dealer brokerage firm specializing in interest rate and currency derivatives, emerging market debt products, cash deposits and other money market instruments, repurchase agreements, corporate bonds, federal agency bonds and other fixed income securities, and certain energy products. Tradesoft Technologies, Inc. (www.tradesoft.com), acquired by the Company in August 2000, is the Company's software and technology arm, specializing in the development and licensing of electronic trading platforms. Maxcor Financial Inc. is the Company's U.S. registered broker-dealer subsidiary, and Maxcor Financial Asset Management Inc. is the Company's SEC registered investment adviser subsidiary. The Company employs in excess of 500 persons and maintains principal offices in New York, London, and Tokyo, with other international offices in Geneva and Mexico City. CONTACT: Maxcor Financial Group Inc., New York Investor Relations: Roger Schwed, (212) 748-7000 - -------------------------------------------------------------------------------- THIS RELEASE CONTAINS CERTAIN "FORWARD-LOOKING" STATEMENTS MADE PURSUANT TO THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. WHEREVER POSSIBLE, THE COMPANY HAS IDENTIFIED THESE FORWARD-LOOKING STATEMENTS BY WORDS SUCH AS "BELIEVES," "ANTICIPATES," "EXPECTS," "INTENDS" AND SIMILAR PHRASES. SUCH FORWARD-LOOKING STATEMENTS, WHICH DESCRIBE THE COMPANY'S CURRENT BELIEFS CONCERNING FUTURE BUSINESS CONDITIONS AND THE OUTLOOK FOR THE COMPANY, ARE SUBJECT TO SIGNIFICANT UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. ACTUAL RESULTS OR PERFORMANCE COULD DIFFER MATERIALLY FROM THAT EXPECTED BY THE COMPANY. UNCERTAINTIES INCLUDE FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS, THE SUCCESS OF TECHNOLOGY DEVELOPMENT AND DEPLOYMENT, THE STATUS OF RELATIONSHIPS WITH EMPLOYEES, CUSTOMERS AND CLEARING FIRMS, POSSIBLE THIRD-PARTY LITIGATIONS OR OTHER UNANTICIPATED CONTINGENCIES, THE ACTIONS OF COMPETITORS, AND GOVERNMENT REGULATORY CHANGES. REFERENCE IS MADE TO THE "CAUTIONARY STATEMENTS" SECTION OF THE COMPANY'S 1999 ANNUAL REPORT ON FORM 10-K AND TO THE COMPANY'S SUBSEQUENT FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION FOR A FULLER DESCRIPTION OF THESE AND ADDITIONAL UNCERTAINTIES. THE FORWARD-LOOKING STATEMENTS MADE HEREIN ARE ONLY MADE AS OF THE DATE OF THIS PRESS RELEASE, AND THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY UPDATE SUCH FORWARD-LOOKING STATEMENTS TO REFLECT SUBSEQUENT EVENTS OR CIRCUMSTANCES. - -------------------------------------------------------------------------------- Page 10 of 10 Pages -----END PRIVACY-ENHANCED MESSAGE-----