Current Report Filing (8-k)
May 02 2014 - 8:44AM
Edgar (US Regulatory)
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): May 2, 2014 (May 1, 2014)
KCG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE |
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000-54991 |
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38-3898306 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No. |
545 Washington Boulevard, Jersey City, NJ 07310
(Address of principal executive offices) (Zip Code)
(201) 222-9400
(Registrants telephone number, including area code)
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
KCG Holdings, Inc.
Current Report on Form 8-K
Item 2.02
Results of Operations and Financial Condition.
See Item 9.01
Item 7.01 Regulation FD Disclosure.
The following
information is furnished under Item 2.02, Results of Operations and Financial Condition, Item 7.01, Regulation FD Disclosure, and Item 9.01 Financial Statements and Exhibits. This information,
including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On May 2, 2014, KCG Holdings,
Inc. (the Company of KCG) issued a press release announcing its earnings for the first quarter of 2014. The press release did not include certain financial statements, related footnotes and certain other financial information
relating to the Company that will be filed with the Securities and Exchange Commission as part of the Companys Quarterly Report on Form 10-Q. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference into
this Current Report on Form 8-K.
Item 8.01 Other Events.
On May 1, 2014, KCGs Board of Directors approved an initial program to repurchase up to a total of $150 million in shares of the Companys
outstanding Class A Common Stock (Common Stock) and warrants to purchase shares of Common Stock (Warrants), subject to compliance with the covenants contained in the Companys debt indenture. Under the program, the
Company may repurchase shares or Warrants from time to time in open market transactions, accelerated stock buyback programs, tender offers, privately-negotiated transactions or by other means. Repurchases of shares may also be made under a Rule
10b5-1 plan. The timing and amount of repurchase transactions will be based on market conditions, share price, legal requirements and other factors. The program has no expiration date and may be suspended, modified or discontinued at any time
without prior notice. There are no assurances that any repurchases of shares of Common Stock or Warrants may actually occur. The Company currently has approximately 125.7 million shares of Common Stock outstanding (including restricted stock
units convertible into Common Stock) and 24.3 million Warrants outstanding.
Item 9.01 Financial Statements and Exhibits.
(a) |
Financial Statements of Businesses Acquired |
Not Applicable
(b) |
Pro Forma Financial Information |
Not Applicable
(c) |
Shell Company Transactions |
Not Applicable
Exhibit 99.1 Press Release of KCG Holdings, Inc. issued on May 2, 2014.
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
undersigneds duly authorized signatory.
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Dated: May 2, 2014 |
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KCG HOLDINGS, INC. |
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By: |
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/s/ John McCarthy |
Name: |
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John McCarthy |
Title: |
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General Counsel and Corporate Secretary |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press Release of KCG Holdings, Inc. issued on May 2, 2014. |
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