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):
July 27, 2009
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
2.02 Results
of Operations and Financial Condition
On July
29, 2009, Thomas Weisel Partners Group, Inc. (the “Registrant”) issued a press
release announcing financial results for its second quarter ended June 30, 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.
Item
5.02 Compensatory
Arrangements of Certain Officers.
(e) On
July 27, 2009, the Registrant entered into the President Employment Agreement
with Lionel F. Conacher, our President and Chief Operating
Officer. The President Employment Agreement replaces the Amended and
Restated President Employment Agreement and will take effect on January 1,
2010. The President Employment Agreement is substantially similar to
the Amended and Restated President Employment Agreement that was filed as an
exhibit to our 2008 Annual Report on Form 10-K, except for changes made to
remove provisions relating to the “transition period,” which will be completed
as at December 31, 2009.
The
description of the President Employment Agreement above is qualified in its
entirety by reference to the President Employment Agreement of Lionel
F. Conacher, a copy of which is filed as Exhibit 10.1 and is incorporated by
reference herein.
(e) On
July 27, 2009, the Registrant entered into a Relocation Agreement with
Conacher. The Relocation Agreement sets forth terms and conditions
applicable to Conahcer’s relocation from Canada to the Registrant’s San
Francisco Office.
The
description of the Relocation Agreement above is qualified in its
entirety by reference to the Relocation Agreement, a copy of which is filed as
Exhibit 10.2 and is incorporated by reference herein.
(e) On
July 27, 2009, the Registrant entered into a Side Agreement with
Conacher. The Side Agreement sets forth the agreement with
miscellaneous matters relating to the Relocation Agreement and the President
Employment Agreement.
The
description of the Side Agreement above is qualified in its entirety by
reference to the Side Agreement, a copy of which is filed as Exhibit 10.3 and is
incorporated by reference herein.
Item
7.01 Regulation
FD Disclosure
The
Registrant is announcing that during the time period between August 5 and
September 30, 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
8.01 Other
Events
On July
29, 2009, the Registrant issued a press release announcing a strategic alliance
between its affiliate, Thomas Weisel Asset Management LLC (“TWAM”), with
Geologic Resource Partners LLC (“GRP”), a $330 million investment management
company that invests globally in early stage precious and industrial metals and
mining companies. TWAM will consult and guide GRP in asset gathering,
operations, compliance and administration. GRP will assist TWAM in
building out its asset management capabilities in the natural resource
sector.
A copy of
the Registrant’s press release containing this information is being furnished as
Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by
reference.
The
information furnished pursuant to this Item 8.01, including Exhibit 99.2, 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 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 99.2, 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.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits.
The
following exhibits are furnished as part of this Current Report on Form
8-K:
99.1 Press
release of the Registrant, dated July 29, 2009.
99.2 Press
release of the Registrant, dated July 29, 2009.
The
following exhibits are filed as part of this Current Report on Form
8-K:
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10.1
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President’s
Employment Agreement
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10.2
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Relocation
Agreement
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10.3
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Side
Letter
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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:
July 29, 2009
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By:
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/s/
Ryan Stroub
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Name
: Ryan Stroub
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Title: Chief
Financial
Officer
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EXHIBIT
INDEX
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10.1
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President’s
Employment Agreement
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10.2
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Relocation
Agreement
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10.3
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Side
Letter
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99.1
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Press
release of the Registrant, dated July 29, 2009
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99.2
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Press
release of the Registrant, dated July 29,
2009
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