Item 3.02 Unregistered Sales of Equity Securities | ||||||||
| Item 7.01. Regulation FD Disclosure | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| EX-99.1 | ||||||||
Table of Contents
| Item 3.02 | Unregistered Sales of Equity Securities. |
On October 22, 2009, Broadpoint Gleacher Securities Group Inc. (the Company) agreed to
acquire ISM Group Limited and its subsidiaries (ISM),
including ISM Capital LLP, a London-based investment banking boutique, and to issue 1,000,000 shares of
its common stock, par value $0.01 per share (Common Stock) to shareholders of ISM
(the Shareholders) in consideration therefor. The Company and the Shareholders also
entered into a put and call arrangement, exercisable in 2013, with respect to the Shareholders
retention, indirectly, of a 30% interest in ISM. If the Shareholders exercise their put,
or the Company exercises its call, the Company will acquire the
retained interest and pay therefor additional shares of its Common Stock, subject to a 10 million share cap. The transaction is
subject to regulatory approval by the Financial Services Authority
and customary closing conditions and is expected to close in the
fourth quarter of 2009.
The offer and sale of the Common Stock described above have not been registered under the
Securities Act of 1933, as amended (the Securities Act) or any state securities laws, and such shares may not be offered or sold in the
United States in the absence of an effective registration statement or an exemption from the
registration requirements of the Securities Act. The Company has relied on the exemption from the
registration requirements of the Securities Act set forth under
Section 4(2) thereof.
| Item 7.01. | Regulation FD Disclosure |
On October 22, 2009, the Company issued a press release regarding the transaction described above.
A copy of this press release is being furnished with this report as Exhibit 99.1 and is
incorporated herein by reference.
The information in Item 7.01 of this Form 8-K and the Exhibit attached hereto shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities of that section, nor shall they be
deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference
in such filing. The disclosure in this Current Report on Form 8-K, including the Exhibit attached
hereto, of any information (financial or otherwise) does not constitute an admission that such
information is material.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
99.1 Press Release of Broadpoint Gleacher Securities Group, Inc. dated October 22, 2009.