INFORMATION
STATEMENT
(Preliminary)
September
11, 2017
NOTICE
OF SHAREHOLDER ACTION BY WRITTEN CONSENT
WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
NO
PROXY CARD HAS BEEN ENCLOSED WITH THIS INFORMATION STATEMENT.
Dear
Shareholder:
NOTICE
IS HEREBY GIVEN THAT Kennedy Cabot Acquisition, LLC, the majority shareholder of Siebert Financial Corp., holding approximately
90% of the issued and outstanding shares of our common stock (the “Majority Shareholder”), acting by written consent
in lieu of a special meeting, approved, as and to the extent required by Nasdaq Listing Rules 5635(a) and 5635(d), the issuance
of 5,076,143 shares of our common stock to StockCross Financial Services, Inc. pursuant to the terms and conditions of an Asset
Purchase Agreement between us, our wholly owned subsidiary, Muriel Siebert & Co., Inc. and StockCross. Pursuant to the Asset
Purchase Agreement, in exchange for the shares of common stock to be issued to StrockCross, MS&Co. will acquire certain retail
brokerage assets of StockCross. The Majority Shareholder executed its written consent approving the Asset Purchase Agreement and
the issuance of the shares of common stock to StockCross on September [14], 2017. Pursuant to Rule 14c-2 promulgated under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the actions approved by such written consents
may not be taken until 20 days after the date that we transmit this Information Statement to our shareholders.
No
action is required by you. The accompanying Information Statement is furnished only to inform our shareholders who did not execute
such written consents, in accordance with the requirements of the Securities and Exchange Commission’s rules and regulations
and will serve as written notice to shareholders of the Company pursuant to Section 615(c) of the New York Business Corporation
Law.
This
Information Statement is being transmitted on or about September [21], 2017 to our shareholders of record as of the close
of business on September [14], 2017.
Pursuant
to rules adopted by the Securities and Exchange Commission, you may access a copy of the information statement at www.siebertnet.com.
By
Order of the Board of Directors
Andrew Reich
Executive
Vice President
September
11, 2017
INFORMATION
STATEMENT
(Preliminary)
PURSUANT
TO SECTION 14(c) OF THE
SECURITIES
EXCHANGE ACT OF 1934 AND REGULATION 14C PURSUANT THERETO
September 11,
2017
Siebert
Financial Corp.
120 Wall Street,
25
th
Floor
New York,
NY 10005
Tel: (404)
539-1147
This Information
Statement is furnished to inform our shareholders of actions taken by Kennedy Cabot Acquisition, LLC, referred to in this Information
Statement as the “Majority Shareholder.”
THE ACTIONS
TAKEN HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE FAIRNESS OR MERITS OF THE ACTIONS TAKEN, NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS
INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
NO
PROXY CARD HAS BEEN ENCLOSED WITH THIS INFORMATION STATEMENT.
Siebert Financial
Corp. (“we”, “us” or the “Company”) has filed this Information Statement with the Securities
and Exchange Commission (the “Commission”). Our board of directors (the “Board”) is transmitting this
Information Statement to our shareholders of record as of the close of business on September [14], 2017 (the “Record
Date”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
By furnishing this Information Statement to our shareholders, we are also providing notice of the action taken by written consent
of the Majority Shareholder as required by Section 615(c) of the New York Business Corporation Law (the “BCL”).
The cost of
preparing, printing and transmitting this Information Statement will be paid by us. We will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses incurred by them in transmitting this Information Statement to the
beneficial owners of our common stock.
This Information
Statement informs our shareholders that on September [14], 2017, the Majority Shareholder, acting by written consent in
lieu of a special meeting, approved, as and to the extent required by Nasdaq Listing Rules 5635(a) and 5635(d), the issuance of
5,076,143 shares of our common stock pursuant to that certain Asset Purchase Agreement, dated as of June 26, 2017, by and among
the Company, Muriel Siebert & Co. and StockCross Financial Services, Inc. (the “Purchase Agreement”).
On September
[14], 2017, the Majority Shareholder held an aggregate of 19,987,283 shares of our issued and outstanding common stock,
which equaled approximately 90.5% of the voting power of the 22,085,126 shares of our then outstanding common stock.
Accordingly,
all necessary corporate approvals to comply with Nasdaq Listing Rules 5635(a) and 5635(d) have been obtained. We are not seeking
approval from our remaining shareholders. This Information Statement is furnished solely for the purpose of informing our shareholders,
in the manner required by the Exchange Act and Section 615(c) of the BCL, of the action taken by written consent of the Majority
Shareholder. Pursuant to Rule 14c-2 under the Exchange Act, the action approved by written consent may not be taken until 20 days
after the date that we transmit this Information Statement to our shareholders. This Information Statement is first being transmitted
to our record date shareholders on or about September [21], 2017.
QUESTIONS
AND ANSWERS ABOUT THIS INFORMATION STATEMENT
Q. Why am
I being furnished with this Information Statement?
A.
The Exchange
Act and the BCL require us to provide you with information regarding the actions taken by written consent of the Majority Shareholder
in lieu of a meeting. Your vote is neither required nor requested.
Q. Was shareholder
approval of the potential issuance of common stock pursuant to the Purchase Agreement required by the BCL?
A.
No.
In general, there is no requirement under the BCL that shareholder approval be obtained to issue the Company’s securities.
However, shareholder approval of the issuance of common stock is required under Nasdaq Listing Rules 5635(a) and 5635(d). Nasdaq
Listing Rule 5635(a) requires listed companies to obtain shareholder approval prior to the issuance of securities in connection
with the acquisition of the stock or assets of another company if any director, officer or substantial shareholder of the Company
has a 5% or greater interest directly or indirectly, in the company or assets to be acquired or in the consideration to be paid
in the transaction and the potential issuance of common stock could result in an increase in outstanding common shares or voting
power of 5% or more. Nasdaq Listing Rule 5635(d) requires listed companies to obtain shareholder approval if the sale, issuance
or potential issuance by the company of common stock (or securities convertible into or exercisable for common stock), for less
than the greater of book or market value, equals 20% or more of the common stock or 20% or more of the voting power outstanding
before the issuance.
Q. Why am
I not being asked to vote?
A.
Section
614(b) of the BCL states that, in all matters other than the election of directors or as otherwise required by statute, the affirmative
vote of the majority of shares present in person or represented by proxy at a meeting and entitled to vote on the subject matter
will be the act of the shareholders. Section 615(a) of the BCL provides that whenever shareholders are required or permitted to
take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed
by the holders of all outstanding shares entitled to vote thereon or, if the certificate of incorporation so permits, signed by
the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were present and voted. The Company’s restated certificate
of incorporation, as amended permits shareholders holding not less than minimum number of votes required to authorize or take
action at a meeting, to take authorize or take action through a written consent. The Majority Shareholder, holding approximately
90.5% of the outstanding common stock entitled to vote, executed a written consent dated September [14], 2017 approving
the issuance of the shares. Such approval is sufficient under the BCL, and no further approval by our shareholders is required.
Therefore, your vote is not required and is not being sought. We are not asking you for a proxy and you are requested not to send
us a proxy.
Q. What do
I need to do now?
A.
Nothing.
This Information Statement is furnished to you solely for your information and does not require or request you to do anything.
FORWARD-LOOKING
STATEMENTS
This Information Statement
contains or incorporates forward-looking statements within the meaning of the federal securities laws. These statements relate
to anticipated future events, future results of operations or future financial performance. In some cases, you can identify forward-looking
statements by terminology such as “may,” “might,” “will,” “should,” “intends,”
“expects,” “plans,” “goals,” “projects,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential,” or “continue” or the negative of these terms
or other comparable terminology.
These forward-looking statements
are only predictions, are uncertain and involve substantial known and unknown risks, uncertainties and other factors which may
cause our (or our industry’s) actual results, levels of activity or performance to be materially different from any future
results, levels of activity or performance expressed or implied by these forward-looking statements. Certain of these risks are
described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016
and our other filings with the SEC. New risks and uncertainties emerge from time to time, and it is not possible for us to predict
all of the risks and uncertainties that could have an impact on the forward-looking statements, including without limitation,
risks and uncertainties relating to:
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changes
in general economic and market conditions;
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changes
and prospects for changes in interest rates;
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fluctuations
in volume and prices of securities;
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changes
in demand for brokerage services;
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competition
within and without the brokerage business, including the offer of broader services;
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competition
from electronic discount brokerage firms offering greater discounts on commissions than
we do;
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the
prevalence of a flat fee environment;
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the
method of placing trades by our customers;
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computer
and telephone system failures;
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our
level of spending on advertising and promotion;
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trading
errors and the possibility of losses from customer non-payment of amounts due;
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other
increases in expenses and changes in our net capital or other regulatory requirements.
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We cannot guarantee future results,
levels of activity or performance. You should not place undue reliance on these forward-looking statements, which speak only as
of the date of this Information Statement. These cautionary statements should be considered with any written or oral forward-looking
statements that we may issue in the future. Except as required by applicable law, including the securities laws of the U.S., we
do not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events
or circumstances or to reflect the occurrence of unanticipated events. Our forward-looking statements do not reflect the potential
impact of any future acquisitions, mergers, dispositions, joint ventures or other investments or strategic transactions we may
engage in.
Unless the context
requires otherwise, in this prospectus the words,” “our company,” “we,” “us,” and “our”
refer to Siebert Financial Corp. and our consolidated subsidiaries. References in this prospectus to “MSCO” refer solely
to our subsidiary, Muriel Siebert & Co., Inc. and references to “SIA” refer to our subsidiary, Siebert Investment
Advisors, Inc. References to “StockCross” refer to StockCross Financial Services, Inc., an affiliated broker-dealer.
ISSUANCE OF
COMMON STOCK
Asset Purchase
Agreement
On June
26, 2017, Siebert Financial Corp. (the “Company”) (NASDAQ: SIEB), Muriel Siebert & Co., Inc. (“MSCO”),
the Company’s wholly-owned subsidiary, and StockCross Financial Services, Inc., a registered broker-dealer (“StockCross”)
entered into an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which MSCO will acquire (the “Acquisition”)
certain retail broker-dealer assets of StockCross (the “Assets”). StockCross is a self-clearing discount broker dealer
that has many business lines that are similar to MSCO’s. The purchase price for the Assets is approximately $20 million
(the “Purchase Price”). At the closing of the Acquisition (the “Closing”), the Company will issue to StockCross
approximately 5 million shares of its restricted common stock as payment of the Purchase Price. The Company engaged Manorhaven
Capital, LLC (“Manorhaven”), a registered broker-dealer, to provide a fairness opinion regarding the value of the
Assets. The Purchase Agreement has been unanimously approved by the boards of directors of the Company and StockCross.
The Closing
of the Acquisition is subject to customary closing conditions including receiving required regulatory approvals and obtaining
approval from the Company’s shareholders of the issuance of common stock in payment of the Purchase Price. Upon the closing
of the Acquisition, MSCO and StockCross will enter into a clearing agreement pursuant to which StockCross will act as the clearing
broker for MSCO with respect to the accounts transferred from StockCross to MSCO in the Acquisition.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Gloria E. Gebbia,
a member of our board of directors, is the managing member of Kennedy Cabot Acquisition, LLC, a Nevada limited liability company
and our Majority Shareholder. In addition, Ms Gebbia, along with other members of the Gebbia family, control StockCross. Accordingly,
the Company, MSCO and StockCross are affiliated entities through common indirect ownership.
Through
their controlling interests in StockCross, Gloria E. Gebbia, and the other members of the Gebbia family have an interest in the
shares of our Common Stock to be issued to StockCross at the closing of the Acquisition. The shares of Common Stock will be subject
to a two year lock-up period during which StockCross may not sell or transfer the shares, however, after the lock-up period expires,
the shares of Common Stock may be distributed to Gloria E. Gebbia and the other members of the Gebbia family.
Pursuant to
our Audit Committee’s charter, and as required under Nasdaq Rule 5630, the Audit Committee of our board of directors conducted
a review of the terms and conditions of the Acquisition and approved the transaction.
SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following
table sets forth, as of September [14], 2017, certain information with respect to the beneficial ownership of our common
stock by each shareholder known by us to be the beneficial owner of more than 5% of our Common Stock and by each of our current
directors and executive officers. Each person has sole voting and investment power with respect to the shares of Common Stock,
except as otherwise indicated. To our knowledge, each person named in the table has sole voting and investment power with respect
to all shares of common stock shown as beneficially owned by such person.
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Name and Address of Beneficial Owner
(1)
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Shares of
Common
Stock
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Percent
of Class
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Gloria E. Gebbia
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20,142,220
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(2)
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91.2
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%
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Andrew H. Reich
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—
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*
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Francis V. Cuttita
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—
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*
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Charles Zabatta
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—
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*
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Jerry M. Schneider
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—
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*
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Kennedy Cabot Acquisition, LLC
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19,987,283
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90.5
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%
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24005 Ventura Blvd
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Suite 200
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Calabasas CA 91302
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Directors and current executive officers as a group (5 persons)
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20,142,220
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(2)
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91.2
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%
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(1)
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Unless
otherwise indicated, the business address each individual is c/o Siebert Financial Corp.,
120 Wall Street, New York, NY 10005.
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(2)
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Includes
19,987,283 shares of our common stock owned by Kennedy Cabot Acquisition, LLC, 136,537
shares of our common stock owned by StockCross Financial Services, Inc. and 18,400 shares
of our common stock owned by the Gebbia Family Trust.
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DELIVERY OF
DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
If hard copies of the materials are
requested, we will send only one Information Statement and other corporate mailings to shareholders who share a single address
unless we received contrary instructions from any shareholder at that address. This practice, known as “householding,”
is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request
a separate copy of the Information Statement to a shareholder at a shared address to which a single copy of the Information Statement
was delivered. You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your
shared address and (iii) the address to which the Company should direct the additional copy of the Information Statement, to Siebert
Financial Corporation, 120 Wall Street, 25
th
Floor, New York, New York 10005.
If multiple
shareholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would
prefer the Company to mail each shareholder a separate copy of future mailings, you may mail notification to, or call the Company
at, its principal executive offices. Additionally, if current shareholders with a shared address received multiple copies of this
Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to shareholders
at the shared address, notification of such request may also be made by mail or telephone to the Company’s principal executive
offices.
ADDITIONAL
INFORMATION
We are subject
to the disclosure requirements of the Exchange Act, and in accordance therewith we file annual reports, quarterly and current
reports, proxy statements and other information with the SEC. The public may read and copy any materials that we file with the
SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet website that contains reports,
proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.
We maintain
an Internet website at www.siebertnet.com. All of our reports filed with the SEC (including Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and proxy statements) are accessible through the About Siebert Financial Corp.
section of our website, free of charge, as soon as reasonably practicable after electronic filing. The reference to our website
in this prospectus is an inactive textual reference only and is not a hyperlink. The contents of our website are not part of this
prospectus, and you should not consider the contents of our website in making an investment decision with respect to our securities.
Incorporation
of Certain Information by Reference
The SEC allows
us to “incorporate by reference” into this Information Statement information contained in documents that we file with
it. This means that we can disclose important information to you by referring you to those documents. The information incorporated
by reference into this Information Statement is an important part of this Information Statement. We incorporate by reference the
following documents:
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our
Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on April 6, 2017;
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our
Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2017, filed with the SEC on May 15, 2017;
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our
Current Reports on Form 8-K, filed with the SEC on each of December 21, 2016 (as amended by Form 8-k/A filed on December 27,
2016), December 30, 2016, April 25, 2017, April 27, 2017, and May 5, 2017; and
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our
Definitive Proxy Statement on Schedule DEF 14A filed with the SEC on May 23, 2017.
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Any statement
incorporated by reference in this Information Statement from an earlier dated document that is inconsistent with a statement contained
in this Information Statement or in any other document filed after the date of the earlier dated document, but prior to the date
hereof, which also is incorporated by reference into this Information Statement, shall be deemed to be modified or superseded
for purposes of this prospectus by such statement contained in this Information Statement or in any other document filed after
the date of the earlier dated document, but prior to the date hereof, which also is incorporated by reference into this Information
Statement.
Any person,
including any beneficial owner, to whom this Information Statement is delivered may (i) request copies of this Information Statement
and any of the documents incorporated by reference into this Information Statement, without charge, by written request to Siebert
Financial Corp., 120 Wall Street, 25
th
Floor, New York, New York 10005, or by calling us at (212) 644-2435 or (ii)
may download copies from our website or from the SEC’s Internet website at the addresses provided under “Where You
Can Find More Information.” Documents incorporated by reference into this Information Statement are available without charge,
excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference into those documents.
Except as expressly
provided above, no other information, including none of the information on our website, is incorporated by reference into this
prospectus.
This Information
Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with the actions
taken by written consent of the Majority Shareholder in lieu of a meeting, pursuant to and in accordance with Rule 14c-2 of the
Exchange Act. Please carefully read this Information Statement.
WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
NO
PROXY CARD HAS BEEN ENCLOSED WITH THIS INFORMATION STATEMENT.
By Order of
the Board of Directors
Andrew
Reich
Executive
Vice President
Dated: September 11, 2017