Attached files
| file | filename |
|---|---|
| EX-99.2 - HIGHBURY FINANCIAL INC | ex99-2.pdf |
| EX-99.2 - HIGHBURY FINANCIAL INC | v167609_ex99-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
Of Report (Date Of Earliest Event Reported): November 16, 2009
Highbury
Financial Inc.
(Exact
name of Registrant as Specified in its Charter)
Commission File Number: 000-51682
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Delaware
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20-3187008
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(State
of Other Jurisdiction Of
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(I.R.S.
Employer
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|
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Incorporation
or Organization)
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Identification
No.)
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999
Eighteenth Street, Suite 3000
Denver,
CO 80202
(Address
of Principal Executive Offices, Including Zip Code)
(303)
357-4802
(Registrant’s
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
x Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-
2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
This Form
8-K/A is being filed to (i) amend the Form 8-K filed by Highbury Financial Inc.
on November 16, 2009 to indicate that the Form 8-K is being filed as soliciting
material pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and to add the corresponding legend, (ii) to file
an updated Exhibit 99.2 which includes the legend required by Rule 14a-12 of the
Exchange Act and (iii) to include Item 8.01.
Item
2.02. Results of Operation and Financial Condition
On
November 16, 2009, Highbury Financial Inc. issued a press release announcing its
financial results for the three and nine months ended September 30,
2009.
A copy of
the Press Release issued by the Company is incorporated by reference herein and
attached hereto as Exhibit 99.1.
Item
7.01. Regulation FD Disclosure
The
Updated Investor Presentation attached to this Form 8-K as Exhibit 99.2 has been
updated for the financial results for the three and nine months ended September
30, 2009 and is incorporated by reference herein.
Item 8.01. Other Events
This Form 8-K/A is being filed for the reasons set forth above.
Additional
Information and Where You Can Find It
Additional
information relating to Highbury’s director nominees and its 2009 annual meeting
is included in the Preliminary Proxy Statement filed with the SEC and will be
included in Highbury’s definitive proxy statement when it becomes
available. INVESTORS AND SECURITY HOLDERS OF HIGHBURY ARE STRONGLY
URGED TO READ THE PRELIMINARY PROXY STATEMENT, THE DEFINITIVE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
HIGHBURY AND THE 2009 ANNUAL MEETING. The Preliminary Proxy Statement, the
definitive proxy statement (when it becomes available) and any other documents
filed by Highbury with the SEC may be obtained free of charge at the SEC’s web
site at http://www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the Commission by
Highbury on the “Investor Information” pages of Highbury’s website at
http://www.highburyfinancial.com, or by contacting Richard S. Foote at (212)
688-2341. Investors and security holders should read the proxy statement and the
other relevant materials when they become available before making any voting or
other decision with respect to the 2009 annual meeting.
Participants
in the Solicitation
Highbury
and its directors and executive officers may, under SEC rules, be deemed to be
participants in the solicitation of proxies from Highbury’s stockholders in
connection with the 2009 annual meeting of stockholders. Additional information
concerning Highbury’s directors and executives officers, including information
regarding Highbury’s directors’ and officers’ beneficial ownership of Highbury
common stock and preferred stock, is included in the Preliminary Proxy Statement
filed with the SEC and will be included in the definitive proxy statement when
it becomes available. Each of these documents is, or will be,
available free of charge at the SEC’s web site at http://www.sec.gov and at
Highbury’s website at http://www.highburyfinancial.com, or by contacting Richard
S. Foote at (212) 668-2341.
Item
9.01. Financial Statements and Exhibits
Exhibits
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Exhibit
No.
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Description
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99.1
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Press
release issued by Highbury Financial Inc. dated November 16, 2009.
(Incorporated by reference to Exhibit 99.1 of the Company’s Current Report
on Form 8-K filed on November 16, 2009.)
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99.2
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Updated
Investor Presentation.
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2
Signature(s)
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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HIGHBURY
FINANCIAL INC.
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By:
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/s/
R. Bradley Forth
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R.
Bradley Forth
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Executive
Vice President and Chief Financial
Officer
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Date:
November 24, 2009
3
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 issued by Highbury Financial Inc. dated November 16, 2009.
(Incorporated by reference to Exhibit 99.1 of the Company’s Current Report
on Form 8-K filed November 16, 2009.)
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99.2
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Updated
Investor Presentation.
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4