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 25, 2020
Date of Report (Date of earliest event reported)
ASTA FUNDING, INC.
(Exact name of registrant as specified in its charter)
Delaware
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1-35637
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22-3388607
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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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
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Trading Symbol(s)
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Name of exchange on which registered
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Common stock, par value $0.01 per share
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ASFI
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Nasdaq Global Select Market
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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):
☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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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.
☐
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On September 25, 2020, Asta Funding, Inc. (the “Company” or
“Asta”) held a special meeting of its stockholders (the
“Special Meeting”) to vote on the proposals described in the
Company’s definitive proxy statement (the “Proxy Statement”)
filed with the U.S. Securities and Exchange Commission (the
“SEC”) on August 25, 2020 and supplemented by additional
materials filed with the SEC on September 18, 2020. As disclosed in
the Proxy Statement, as of the close of business on August 21,
2020, the record date for the Special Meeting, there were 6,567,765
shares of Asta’s common stock outstanding and entitled to vote at
the Special Meeting. A total of 6,030,108 shares of Asta’s common
stock, representing approximately 91.81% of the shares outstanding
and entitled to vote and constituting a quorum, were represented
virtually or by valid proxies at the Special Meeting. The final
voting results for each of the proposals submitted to a vote of
stockholders at the Special Meeting are as follows:
Proposal 1: Asta’s stockholders approved the proposal to
adopt the Agreement and Plan of Merger, dated as of April 8, 2020
and as amended on June 25, 2020 (the “Merger Agreement”), by
and among the Company, Asta Finance Acquisition Inc.
(“Parent”) and Asta Finance Acquisition Sub Inc., a
wholly-owned subsidiary of Parent (which, along with Parent, is an
affiliate of Gary Stern, the Company’s Chief Executive Officer),
pursuant to which each share of the Company’s common stock
outstanding at the effective time of the merger will be converted
into the right to receive $13.10 in cash and the Company will
become a wholly-owned subsidiary of Parent (the “Merger”).
Proposal 1 was approved by the votes set forth in the table
below:
For
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Against
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Abstained
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6,006,987
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22,064
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1,057
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Proposal 2: In connection with the Special Meeting, Asta
also solicited proxies with respect to a proposal to approve one or
more adjournments of the Special Meeting, if necessary or
appropriate, to solicit additional proxies if there are
insufficient votes at the time of the Special Meeting to approve
the proposal to adopt the Merger Agreement. Because there were
sufficient votes represented at the time of the Special Meeting to
approve the proposal to adopt the Merger Agreement, the proposal to
approve one or more adjournments of the Special Meeting was
moot.
On September 25, 2020, the Company issued a press release. A copy
of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
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.
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Financial Statements and Exhibits.
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(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.
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ASTA
FUNDING, INC.
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Date: September 25,
2020
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By:
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/s/ Steven
Leidenfrost
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Steven Leidenfrost
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Chief Financial
Officer
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