UNITED STATES
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
September 18, 2020
Date of Report (Date of earliest event reported)
ASTA FUNDING, INC.
(Exact name of registrant as specified in its charter)
Delaware
|
1-35637
|
22-3388607
|
(State or other jurisdiction of
incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer
Identification No.)
|
210 Sylvan Avenue
Englewood Cliffs, NJ 07632
(Address of principal executive offices, zip code)
(201) 567-5648
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of exchange on which registered
|
Common stock, par value $0.01 per share
|
ASFI
|
Nasdaq Global Select Market
|
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐
|
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
|
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
As previously disclosed, Asta Funding, Inc. (the
“Company”) entered into an Agreement and Plan of
Merger, dated as of April 8, 2020, and as amended June 25, 2020, by
and among the Company, Asta Finance Acquisition Inc. and Asta
Finance Acquisition Sub Inc. (as may be amended from time to time,
the “Merger Agreement”), pursuant to
which each share of the Company’s common stock outstanding at the
effective time of the Merger (other than shares held by Asta
Funding Acquisition Inc. and stockholders properly exercising
dissenter’s rights) will be converted into the right to receive
$13.10 in cash and the Company will become a wholly-owned
subsidiary of Asta Finance Acquisition Inc. (the
“Merger”). On August 25, 2020, the Company filed with
the Securities and Exchange Commission (the “SEC”)
its definitive proxy statement on Schedule 14A (the
“Definitive Proxy Statement”), relating to the
virtual special meeting of stockholders to be held on September 25,
2020 to, among other things, vote on a proposal to adopt the Merger
Agreement.
On September 9, 2020, a purported stockholder of the Company filed
an individual action, captioned Kringe v. Asta Funding, Inc. et
al., No. 120-cv-07323, in the United States District Court for
the Southern District of New York (the “Complaint”),
against the Company and the members of its Board of Directors. The
Complaint generally alleges that the Definitive Proxy Statement
omits certain material information in violation of Section 14(a) of
the Securities Exchange Act of 1934 and Rule 14a-9 promulgated
thereunder, and further that the members of the Company’s Board of
Directors are liable for those omissions under Section 20(a) of the
Securities Exchange Act of 1934. The Complaint also alleges a state
law breach of fiduciary duty claim against the members of the
Company’s Board of Directors with respect to the same disclosures.
The relief sought in the lawsuit includes, among other things, to
enjoin the stockholder vote scheduled for September 25, 2020 at
which the Company’s stockholders will vote on a proposal to adopt
the Merger Agreement.
While the Company believes that the disclosures set forth in the
Definitive Proxy Statement comply fully with applicable law, and
vigorously denies any wrongdoing or liability with respect to
the allegations and claims asserted, or which could have been
asserted, in the Complaint, to resolve the alleged stockholder’s
claims and moot the disclosure claims, to avoid nuisance, potential
expense, and delay, and to provide supplemental information to the
Company’s stockholders, the Company has determined to voluntarily
supplement the Definitive Proxy Statement with the below
disclosures. Nothing in the below supplemental disclosures shall be
deemed an admission of the legal necessity or materiality under
applicable law of any of the disclosures set forth herein or in the
Definitive Proxy Statement. To the contrary, the Company denies all
allegations that any additional disclosure was, or is,
required.
In accordance with the applicable rules of the SEC, the Company
previously disclosed a presentation of Lincoln International LLC
made to the special committee of the Board of Directors of the
Company, which was filed as Exhibit (c)(6) to its Schedule 13E-3/A
filed with the SEC on July 24, 2020 (the “Previously
Disclosed Presentation”). Nevertheless, the Company now
discloses again in this Current Report on Form 8-K selected pages
of the Previously Disclosed Presentation (the “Selected
Pages”). Accordingly, a copy of the Selected Pages are
attached as Exhibit 99.1 hereto and incorporated herein by
reference.
Additional Information about the Merger and Where to
Find It
In connection with the Merger, the Company filed with the SEC a
proxy statement on Schedule 14A as well as a Schedule 13E-3
Transaction Statement (as has been amended from time to time). The
proxy statement and the Schedule 13E-3 (and amendments thereto)
contain important information about the Company, the Merger and
related matters. The Company began mailing the proxy statement to
stockholders on August 25, 2020. Investors and stockholders of the
Company are urged to read carefully the proxy statement relating to
the Merger (including any amendments or supplements thereto) and
the Schedule 13E-3 (and amendments thereto) in their entirety,
because they contain important information about the Merger.
Investors and stockholders of the Company may obtain free copies of
the proxy statement and the Schedule 13E-3 (and amendments thereto)
for the Merger and other documents filed with the SEC by the
Company through the website maintained by the SEC at www.sec.gov.
In addition, investors and stockholders of the Company may obtain
free copies of the proxy statement and the Schedule 13E-3 (and
amendments thereto) for the Merger by contacting the Company, Attn:
Seth Berman, sberman@astafunding.com.
Participants in the Merger
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be “participants” in the solicitation of proxies from
stockholders of the Company with respect to the Merger. Information
regarding the persons who may be considered “participants” in the
solicitation of proxies is set forth in the Company’s proxy
statement relating to the Merger. Information regarding the
Company’s directors and executive officers is contained in the
Company’s Annual Report on Form 10-K for the fiscal year ended
September 30, 2019, which was filed with the SEC on December 20,
2019 and amended on January 27, 2020, and is also available in the
proxy statement that was filed with the SEC in connection with the
Merger.
Cautionary Statement Regarding Forward-Looking
Statements
This document contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, Section 21E
of the Securities Exchange Act of 1934 and as that term is defined
in the Private Securities Litigation Reform Act of 1995, including,
but not limited to, the Company’s expectations or predictions of
future financial or business performance or conditions.
Forward-looking statements are sometimes identified by their use of
the terms and phrases such as “estimate,” “project,” “intend,”
“forecast,” “anticipate,” “plan,” “planning,” “expect,” “believe,”
“will,” “will likely,” “should,” “could,” “would,” “may” or the
negative of such terms and other comparable terminology. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time, are difficult to
predict and are generally beyond the control of the Company. Actual
results may differ materially from current projections.
Important factors that may cause actual results to differ
materially from the results discussed in the forward-looking
statements or historical experience include risks and
uncertainties, including but not limited to, the ability of the
parties to consummate the Merger; satisfaction of closing
conditions to the consummation of the Merger; the impact of the
announcement or the closing of the Merger on the Company’s
relationships with its employees, existing customers or potential
future customers; litigation and stockholder claims related to and
in connection with the Merger; and the ability to realize
anticipated benefits of the Merger. Further information on the
factors and risks that could affect the Company’s respective
businesses, financial conditions and results of operations are
contained in the Company’s filings with the SEC, which are
available at www.sec.gov. Forward-looking statements contained in
this Current Report on Form 8-K speak only as of the date hereof.
The Company assumes no obligation to update any forward-looking
statement contained in this Current Report on Form 8-K.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits.
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.
|
ASTA FUNDING, INC.
|
|
|
Date: September 18, 2020
|
By: /s/ Seth
Berman
Seth Berman
General Counsel
|
Asta Funding (NASDAQ:ASFI)
Historical Stock Chart
From Dec 2020 to Jan 2021
Asta Funding (NASDAQ:ASFI)
Historical Stock Chart
From Jan 2020 to Jan 2021