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): April 29, 2009
Thomas Weisel
Partners Group, Inc.
(Exact
name of registrant as specified in its charter)
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
N.A.
(Former
name or former address, if changed since last report)
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
2.02
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RESULTS
OF OPERATIONS AND FINANCIAL
CONDITION
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On April
29, 2009, Thomas Weisel Partners Group, Inc. (the “Registrant”) issued a press
release announcing financial results for its first quarter ended March 31, 2009.
A copy of the Registrant’s press release containing this information is being
furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The
information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that
Section and shall not be deemed to be incorporated by reference into any filing
of the Registrant under the Securities Act of 1933 or the Exchange Act, whether
made before or after the date hereof, regardless of any general incorporation
language in such filing.
The
information furnished in this report, including Exhibit 99.1, shall not be
deemed to constitute an admission that such information or exhibit is required
to be furnished pursuant to Regulation FD or that such information or exhibit
contains material information that is not otherwise publicly available. In
addition, the Registrant does not assume any obligation to update such
information or exhibit in the future.
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; APPOINTMENT OF CERTAIN
OFFICERS
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(b) On
April 29, 2009, Registrant announced that Shaugn Stanley, who currently serves
as the Registrant’s Chief Financial Officer, will cease serving as the
Registrant’s Chief Financial Officer on or about May 20, 2009, the date of the
Registrant’s annual meeting. At that time, Mr. Stanley will remain a
Section 16 officer of the Registrant and will become the Registrant’s Chief
Administrative Officer, focusing on managing the Registrant’s Information
Technology, Operations and Real Estate.
Mr.
Stanley will remain as Chief Financial Officer through a transition period that
will include the completion of the Registrant’s financial statements and the
filing of its Quarterly Report on Form 10-Q for the quarter ended March 31,
2009.
(c) On
April 29, 2009, the Registrant announced that Ryan Stroub, who currently is a
managing director and serves as the Registrant’s Chief Accounting Officer, will
be assuming the role of Chief Finance Officer.
Mr.
Stroub, age 40, joined the Registrant in 2006 and has served as the Registrant’s
Chief Accounting Officer since 2008. Prior to joining the Registrant,
Mr. Stroub spent seven years with E*TRADE Financial Corporation, serving as
Corporate Controller from 2002 to 2005. Mr. Stroub holds a degree in
Business Economics with an accounting emphasis from the University of California
at Santa Barbara.
ITEM
7.01
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REGULATION
FD DISCLOSURE
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The
Registrant is announcing that during the time period between May 4 and May 20,
2009 it may make presentations to individual institutional investors. A copy of
the presentation materials to be utilized during these presentations will be
available prior to the initiation of any presentations on the Investor Relations
section of the company’s website at
www.tweisel.com
.
These materials will be removed from the website after a period following the
conclusion of these presentations.
The
information furnished pursuant to this Item 7.01 shall not be deemed “filed” for
purposes of Section 18 of the Exchange Act or otherwise subject to the
liabilities under that Section and shall not be deemed to be incorporated by
reference into any filing of the company under the Securities Act of 1933 or the
Exchange Act, whether made before or after the date hereof, regardless of any
general incorporation language in such filing.
The
information furnished pursuant to this Item 7.01 shall not be deemed to
constitute an admission that such information is required to be furnished
pursuant to Regulation FD or that such information contains material information
that is not otherwise publicly available. In addition, the Registrant does not
assume any obligation to update such information in the future.
ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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(d)
Exhibits.
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The
following exhibit is furnished as part of this Current Report on Form
8-K:
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99.1
Press release of the Registrant dated April 29, 2009.
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Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K and the attached Exhibit 99.1 may contain
forward-looking statements, which are subject to risks, uncertainties and
assumptions about us. In some cases, you can identify these statements by
forward-looking words such as “may”, “might”, “will”, “should”, “expect”,
“plan”, “anticipate”, “believe”, “estimate”, “predict”, “optimistic”,
“potential”, “future” or “continue”, the negative of these terms and other
comparable terminology. These statements are only predictions based on our
current expectations about future events. There are important factors that could
cause actual results, level of activity, performance or achievements or other
events or circumstances to differ materially from the results, level of
activity, performance or achievements expressed or implied by these
forward-looking statements. These factors include, but are not limited to,
Thomas Weisel Partners’ ability to implement its strategic initiatives and
achieve the expected benefits of the acquisition of Westwind Partners, integrate
Westwind Partners’ operations and retain its professionals, as well as
competitive, economic, political, and market conditions and fluctuations,
government and industry regulation, other risks relating to the acquisition,
including the effect of the completion of the transaction on the companies’
business relationships, operating results and business generally and other
factors. Some of the other factors are those that are discussed in Item 1A -
“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31,
2008. We do not assume responsibility for the accuracy or completeness of any
forward-looking statement and you should not rely on forward-looking statements
as predictions of future events. We are under no duty to update any of these
forward-looking statements to conform them to actual results or revised
expectations.
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: April
29, 2009
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By:
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/s/ Mark
P. Fisher
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Name:
Mark P. Fisher
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Title:
General Counsel
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EXHIBIT
INDEX
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99.1
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Press
release of the Registrant dated April 29,
2009.
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