Thomas Weisel Partners Group, Inc. - Current report filing (8-K)
February 20 2008 - 4:21PM
Edgar (US Regulatory)
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
Date
of
Report (Date of earliest event reported):
February
15, 2008
Thomas
Weisel Partners Group, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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No.
000-51730
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No.
20-3550472
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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One
Montgomery Street
San
Francisco, California
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94104
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(415) 364-2500
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N.A.
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(Former
name or former address, if changed since last
report)
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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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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Item
5.02 Election of Directors.
(d):
On
February 15, 2008, the Board of Directors of Thomas Weisel Partners Group,
Inc.
(the “Registrant”) voted to expand the size of the Board of Directors by two
(from six to eight members) and appointed Thomas I.A. Allen and Alton F. Irby
III to fill the two newly created vacancies. The Board of Directors also
appointed Mr. Allen to serve on its Corporate Governance Committee and Mr.
Irby
to serve on its Compensation Committee, in each case effective May 19, 2008.
Mr.
Allen, age 67, is Counsel to Ogilvy Renault LLP, an international law firm
based
in Canada. Mr. Allen served as a director of Westwind Capital Corporation,
prior
to its acquisition by Thomas Weisel Partners in January 2008. Mr. Allen also
serves as a director of Mundoro Mining Inc., YM BioSciences Inc. and Middlefield
Bancorp Limited. Mr. Allen is a Fellow of the Chartered Institute of Arbitrators
(London, England). He is also past Chairman of the Accounting Standards
Oversight Council of Canada and a former member of the Advisory Board of the
Office of the Superintendent of Financial Institutions of Canada and past
Chairman of the Corporate Finance Committee of the Investment Dealers
Association of Canada (IDA), a former public director of the IDA, and a former
member of the IDA’s Executive Committee. Mr. Allen holds a bachelor of arts
degree and an LL.B, both from the University of Western Ontario.
Mr.
Irby,
age 67, is a founding partner of London Bay Capital LLC, a privately held
investment firm, which was founded in May 2006 and he was founding partner
of
Tricorn Partners LLP, a privately held investment bank from May 2003 to May
2006. Prior to founding Tricorn Partners, Mr. Irby was a partner of Gleacher
& Co. Ltd., was Chairman and Chief Executive Officer of HawkPoint Partners,
formerly known as National Westminster Global Corporate Advisory, and was a
founding partner of Hambro Magan Irby Holdings. He is the chairman of
ContentFilm plc and also serves as a director of Catlin Group Limited, McKesson
Corporation (and of one of McKesson Corporation’s U.K. subsidiaries) and several
other privately held firms. Mr. Irby holds a bachelor’s degree from the Georgia
Institute of Technology and served four years on active duty as an intelligence
officer in the U.S. Marine Corps.
Certain
of our directors and officers and entities affiliated with our directors
maintain brokerage accounts with us. In addition, companies that our directors
are investors in, or are directors or officers of, from time to time engage
in
transactions with us, including by retaining us for investment banking services.
Certain transactions and relationships occurring since January 1, 2007 between
Mr. Allen or Mr. Irby (or organization that they are affiliated with), on the
one hand, and Thomas Weisel Partners, on the other, are described
below:
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Mr.
Allen, through a wholly-owned personal holding company, was a shareholder
of Westwind Capital Corporation prior to its acquisition by Thomas
Weisel
Partners in January 2008 and in connection with the closing of that
transaction Mr. Allen received $2,009,655 and 57,493 exchangeable
shares
(each of which is exchangeable for a shares of Thomas Weisel Partners
common stock) as consideration for his shares of Westwind Capital
Corporation in accordance with the terms of the Arrangement Agreement
relating thereto. In addition, in accordance with the terms of the
Arrangement Agreement, Mr. Allen is a party to the Westwind Capital
Corporation Shareholders’ Equity Agreement and a Pledge Agreement with
Thomas Weisel Partners, each of which is described in the Thomas
Weisel
Partners’ Proxy Statement, dated November 7, 2007, previously filed with
the SEC. A copy of each of the Westwind Capital Corporation Shareholders’
Equity Agreement and the form of Pledge Agreement were filed as Exhibits
10.1 and 10.2, respectively, to a Current Report on Form 8-K filed
by
Thomas Weisel Partners on January 3, 2008, and are incorporated by
reference herein. As noted above, Mr. Allen has historically served
as a
member of the board of directors of Westwind Capital Corporation
and
received director’s compensation for such service. Ogilvy Renault LLP, a
law firm with which Mr. Allen is affiliated, has from time to time
rendered (and is expected to continue to render) legal services to
Thomas
Weisel Partners and its affiliates and has received compensation
for such
legal services.
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With
respect to Mr. Irby, Thomas Weisel Partners LLC, a wholly-owned
broker-dealer subsidiary of the Registrant, acted as a financial
advisor
to London Bay Capital LLC in connection with its indirect acquisition
of a
controlling interest in Selling Source LLC, which was completed in
January
2008. Thomas Weisel Partners also acted as a placement agent in connection
with the issuance of debt undertaken to finance a portion of the
acquisition cost for the Selling Source transaction.
As
compensation for its advisory and placement agent services in this
matter,
Thomas Weisel Partners has received aggregate compensation of
approximately $1.85 million from London Bay Capital and its affiliates,
which amount includes 10,000 shares of Selling Source. Also, in connection
with the Selling Source transaction, Thomas Weisel Partners purchased
additional shares of Selling Source.
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SIGNATURES
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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Thomas
Weisel Partners Group, Inc.
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Date:
February 19, 2008
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By:
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/s/ Mark
Fisher
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Name:
Mark Fisher
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Title: General
Counsel
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