UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES
PURSUANT TO SECTION 12(b) OR
(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
COHEN & COMPANY INC.
(Exact name of registrant as specified
in its charter)
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Maryland
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16-1685692
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Cira Centre
2929 Arch Street, Suite 1703
Philadelphia, Pennsylvania
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19104-2870
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant
to Section 12(b) of the Act:
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Title of each class
to
be so registered
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Name of each exchange on which
each
class is to be registered
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Preferred Stock Purchase Rights
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NYSE AMERICAN
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following
box. x
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following
box. ¨
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box. ¨
Securities Act
registration statement or Regulation A offering statement file number to which this form relates:
_________________________________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the
Act: None
INFORMATION REQUIRED IN REGISTRATION
STATEMENT
Item 1. Description of Registrant’s Securities
to be Registered.
On March 10, 2020, Cohen & Company Inc., a Maryland
corporation (the “Company”), entered into a Section 382 Rights Agreement (the “Rights Agreement”)
between the Company and Computershare Inc., as rights agent (the “Rights Agent”).
The Rights Agreement provides for a distribution of one preferred
stock purchase right (each, a “Right,” and collectively, the “Rights”) for each share of the Company’s
common stock, par value $0.01 per share (“Common Stock”), outstanding to stockholders of record at the close of business
on March 20, 2020 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company a unit
(a “Unit”) consisting of one ten-thousandth of a share of the Company’s Series C Junior Participating Preferred
Stock, par value $0.001 per share (the “Series C Preferred Stock”), at a purchase price of $100.00 per Unit (the “Purchase
Price”), subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement.
The Company’s Board of Directors (the “Board of
Directors”) adopted the Rights Agreement in an effort to protect stockholder value by attempting to protect against a possible
limitation on the Company’s ability to use its net operating loss and net capital loss carry forwards (the “deferred
tax assets”) to reduce potential future federal income tax obligations. The Company has experienced substantial operating
and capital losses, and under the Internal Revenue Code of 1986, as amended (the “Code”), and rules promulgated by
the Internal Revenue Service, the Company may “carry forward” these losses in certain circumstances to offset any current
and future earnings and thus reduce the Company’s federal income tax liability, subject to certain requirements and restrictions.
To the extent that the deferred tax assets do not otherwise become limited, the Company believes that it will be able to carry
forward a significant amount of deferred tax assets, and therefore these deferred tax assets could be a substantial asset to the
Company. However, if the Company experiences an “Ownership Change,” as such term is defined in Section 382 of
the Code, its ability to use the deferred tax assets will be substantially limited, and the timing of the usage of the deferred
tax assets could be substantially limited and/or delayed, which could therefore significantly impair the value of those assets.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding or, in the case of uncertificated shares of Common Stock registered in book entry form (“Book
Entry Shares”) by notation in book entry (which certificates for Common Stock and Book Entry Shares shall be deemed also
to be certificates for Rights), and no separate Rights certificates will be distributed.
Subject to certain exceptions specified in the Rights Agreement,
the Rights will separate from the Common Stock and a “Distribution Date” will occur upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or associated persons has become an “Acquiring Person”
(as defined below) (the “Stock Acquisition Date”) and (ii) 10 business days following the commencement of
a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. Pursuant to the Rights Agreement,
an “Acquiring Person” means any person or entity who or which, together with all affiliates and associates of such
person or entity, is the beneficial owner of 4.95% or more of the shares of Common Stock then outstanding, but does not include
the Company or any “Exempted Person” (as defined below). Until the Distribution Date, (i) the Rights will be evidenced
by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common
Stock certificates after the Record Date will contain a notation incorporating the Rights Agreement by reference, and (iii) the
surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.
Pursuant to the Rights Agreement, an “Exempted Person”
is any person or entity who, together with all affiliates and associates of such person or entity, is or may become, as of March
10, 2020, the beneficial owner of Common Stock and/or other securities exercisable for shares of Common Stock representing 4.95%
or more of the shares of Common Stock outstanding as of March 10, 2020. However, any such person or entity will no longer be deemed
to be an Exempted Person and shall be deemed an Acquiring Person under the Rights Agreement if such person or entity, together
with all affiliates and associates of such person or entity, becomes the beneficial owner (and so long as such person continues
to be the beneficial owner of 4.95% or more of the then outstanding shares of Common Stock) of additional shares of Common Stock,
except (x) pursuant to equity compensation awards granted to such person or entity by the Company or options or warrants outstanding
and beneficially owned by such person or entity as of March 10, 2020, or as a result of an adjustment to the number of shares of
Common Stock represented by such equity compensation award pursuant to the terms thereof; or (y) as a result of a stock split,
stock dividend or the like. In addition, any person or entity who, together with all affiliates and associates of such person or
entity, becomes the beneficial owner of Common Stock and/or other securities exercisable for shares of Common Stock representing
4.95% or more of the shares of Common Stock then outstanding as a result of a purchase by the Company or any of its subsidiaries
of shares of Common Stock will also be an “Exempted Person.” However, any such person will no longer be deemed to be
an Exempted Person and will be deemed to be an Acquiring Person if such person, together with all affiliates and associates of
such person, becomes the beneficial owner, at any time after the date such person became the beneficial owner of 4.95% or more
of the then outstanding shares of Common Stock, of additional shares of Common Stock, except if such additional securities are
acquired (x) pursuant to the exercise of options or warrants to purchase Common Stock outstanding and beneficially owned by
such person as of the date such person became the beneficial owner of 4.95% or more of the then outstanding shares of Common Stock
or as a result of an adjustment to the number of shares of Common Stock for which such options or warrants are exercisable pursuant
to the terms thereof, or (y) as a result of a stock split, stock dividend or the like.
In addition, the Rights Agreement defined the term “Exempted
Person” to also include any person or entity who, together with all affiliates and associates of such person or entity, is
the beneficial owner of Common Stock and/or other securities exercisable for shares of Common Stock representing 4.95% or more
of the shares of Common Stock outstanding, and whose beneficial ownership would not, as determined by the Board of Directors, jeopardize
or endanger the availability of the Company of its deferred tax assets. However, any such person or entity will cease to be an
Exempted Person if (x) such person or entity ceases to beneficially own 4.95% or more of the shares of the then outstanding
Common Stock or (y) the Board of Directors makes a contrary determination with respect to the effect of such person’s
or entity’s beneficial ownership (together with all affiliates and associates of such person) with respect to the availability
to the Company of its deferred tax assets.
Pursuant to the Rights Agreement, a purchaser, assignee or transferee
of the shares of Common Stock (or options or warrants exercisable for Common Stock) from an Exempted Person will not be considered
an Exempted Person, except that a transferee from the estate of an Exempted Person who receives Common Stock as a bequest or inheritance
from an Exempted Person will be an Exempted Person so long as such transferee continues to be the beneficial owner of 4.95% or
more of the then outstanding shares of Common Stock.
The Rights are not exercisable until the Distribution Date and
will expire on the earliest of (i) the close of business on December 31, 2023, (ii) the time at which the Rights are
redeemed pursuant to the Rights Agreement, (iii) the time at which the Rights are exchanged pursuant to the Rights Agreement,
(iv) the repeal of Section 382 of the Code or any successor statute if the Board of Directors determines that the Rights
Agreement is no longer necessary or desirable for the preservation of certain tax benefits, and (v) the beginning of a taxable
year of the Company to which the Board of Directors determines that certain tax benefits may not be carried forward. At no time
will the Rights have any voting power.
Except as otherwise determined by the Board of Directors, only
shares of Common Stock issued prior to the Distribution Date will be issued with Rights.
Pursuant to the Rights Agreement, in the event that a person
or entity becomes an Acquiring Person, each other holder of a Right will thereafter have the right to receive, upon exercise, Common
Stock (or, in certain circumstances, cash, property or other securities of the Company), having a value equal to two times the
exercise price of the Right. The exercise price is the Purchase Price times the number of Units associated with each Right (initially,
one). For example, at an exercise price of $100.00 per Right, each Right not owned by an Acquiring Person (or by certain related
parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $200.00 worth of Common Stock
(or other consideration, as noted above) for $100.00. If the Common Stock at the time of exercise had a market value per share
of $20.00, the holder of each valid Right would be entitled to purchase ten (10) shares of Common Stock for $100.00.
Notwithstanding any of the foregoing, following the occurrence
of a person or entity becoming an Acquiring Person (the “Flip-In Event”), all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by such Acquiring Person will be null and void.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving
corporation; (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving
corporation and the Common Stock is changed or exchanged; or (iii) 50% or more of the Company’s assets, cash flow or
earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above)
will thereafter have the right to receive, upon exercise of the Right, common stock of the acquiring company having a value equal
to two times the exercise price of the Right.
However, Rights are not exercisable following the occurrence
of a Flip-In Event until such time as the Rights are no longer redeemable by the Company as set forth below.
The Purchase Price payable, and the number of Units of Series
C Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the
Series C Preferred Stock, (ii) if holders of the Series C Preferred Stock are granted certain rights or warrants to subscribe
for Series C Preferred Stock or convertible securities at less than the current market price of the Series C Preferred Stock, or
(iii) upon the distribution to holders of the Series C Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustments in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional Units will be issued and,
in lieu thereof, an adjustment in cash will be made based on the market price of the Series C Preferred Stock on the last trading
date prior to the date of exercise.
At any time after the Stock Acquisition Date, the Company may
exchange all or part of the Rights (other than Rights owned by an Acquiring Person) for Common Stock at an exchange ratio equal
to (i) a number of shares of Common Stock per Right with a value equal to the spread between the value of the number of shares
of Common Stock for which the Rights may then be exercised and the Purchase Price or (ii) if prior to the acquisition by the
Acquiring Person of 50% or more of the then outstanding shares of Common Stock, one share of Common Stock per Right (subject to
adjustment).
At any time until ten days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right. Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will
be to receive the $0.001 redemption price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While
the distribution of the Rights will not be taxable to shareholders or to the Company, stockholders may, depending upon the circumstances,
recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company
as set forth above or in the event the Rights are redeemed.
Other than those provisions relating to the principal economic
terms of the Rights, any of the provisions of the Rights Agreement may be amended by the Board of Directors prior to the Distribution
Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board of Directors in order to
cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights (excluding the interests of
any Acquiring Person), or to shorten or lengthen any time period under the Rights Agreement; provided, however, that no amendment
to adjust the time period governing redemption shall be made at such time as the Rights are not redeemable.
The Rights Agreement between the Company and the Rights Agent
that specifies the terms of the Rights is included as Exhibit 4.1 hereto and is incorporated herein by reference. The description
of the Rights Agreement herein does not purport to be complete and is qualified in its entirety by reference to the full text of
the Rights Agreement, which is included as Exhibit 4.1 hereto.
Item 2. Exhibits.
The following exhibits are included with
this report or incorporated herein by reference:
SIGNATURE
Pursuant to the requirements of Section 12
of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereto duly authorized.
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COHEN & COMPANY INC.
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By:
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/s/ Joseph W. Pooler, Jr.
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Name:
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Joseph W. Pooler, Jr.
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Title:
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Executive Vice President, Chief Financial Officer
and Treasurer
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Dated: March 10, 2020
INDEX TO EXHIBITS
Cohen & (AMEX:COHN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Cohen & (AMEX:COHN)
Historical Stock Chart
From Apr 2023 to Apr 2024
