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| EX-10.1 - AMENDMENT NO. 1 AND JOINDER - GLG Partners, Inc. | glg8kex101feb2010.htm |
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
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Date
of Report (Date of Earliest Event Reported):
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February
19, 2010
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GLG
Partners, Inc.
__________________________________________
(Exact
name of registrant as specified in its charter)
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Delaware
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001-33217
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20-5009693
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_____________________
(State
or other jurisdiction
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_____________
(Commission
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______________
(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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399
Park Avenue, 38th Floor
New
York, New York 10022
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_________________________________
(Address
of principal executive offices)
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Registrant’s
telephone number, including area code:
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(212) 224-7200
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Not
Applicable
______________________________________________
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:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On
February 12, 2010, GLG Partners, Inc. (the "Company") entered into Amendment No.
1 and Joinder (the "Amendment and Joinder") to the Voting Agreement dated as of
June 22, 2007 (the “Voting Agreement”), among the Company, Sage Summit LP,
Lavender Heights Capital LP, Pierre Lagrange, G&S Trustees Limited, in its
capacity as trustee of the Lagrange GLG Trust, Point Pleasant Ventures Ltd., a
wholly owned subsidiary of the Lagrange GLG Trust, Emmanuel Roman, Jeffrey A.
Robins, in his capacity as trustee of the Roman GLG Trust, Jackson Holding
Services Inc., a wholly owned subsidiary of the Roman GLG Trust, Noam Gottesman,
Leslie J. Schreyer, in his capacity as trustee of the Gottesman GLG Trust, and
Martin E. Franklin (collectively, the "Voting Agreement Parties") in connection
with the joinder of Martin E. Franklin, a member of the Board of Directors of
the Company, as a party to the Voting Agreement.
Pursuant
to the Amendment and Joinder, the Voting Agreement was amended to provide that
Mr. Franklin (a) may at any time (i) transfer any or all of his Voting Stock to
any Person or (ii) upon no less than 30 days written notice to all other Voting
Agreement Parties, withdraw from the Voting Agreement, (b) shall not be
subject to Section 4 (Drag-Along Rights) and
Section 9.11 (Endorsement of
Voting Stock Share Certificates) of the Voting Agreement and (c) will
only indemnify other Stockholder Parties for breaches of the Voting Agreement by
Mr. Franklin. Except as described in the preceding sentence, all
other provisions of the Voting Agreement are binding on Mr. Franklin for so long
as he is a party to the Voting Agreement. Upon Mr. Franklin’s
transfer of any Voting Stock, any proxy or power granted by Mr. Franklin
pursuant to the Voting Agreement will terminate with respect to the transferred
Voting Stock and Mr. Franklin’s transferred Voting Stock will become free of any
restrictions or obligations under the Voting Agreement. Upon Mr. Franklin’s
withdrawal from the Voting Agreement, (1) any proxy or power granted by Mr.
Franklin with respect to his Voting Stock will terminate, (2) all of Mr.
Franklin’s Voting Stock will become free of any restrictions or obligations
under the Voting Agreement and (3) the amendments to the Voting Agreement
described above will cease to have any force or effect. All
provisions of the Voting Agreement will continue in full force and effect with
respect to all other Voting Agreement Parties. The Voting Agreement
was also amended to reflect the Company's name change from Freedom Acquisition
Holdings, Inc. to GLG Partners, Inc. All terms used herein without
definition have the respective meanings given such terms in the Voting
Agreement.
A copy of
the Amendment and Joinder is attached to this Current Report on Form 8-K as
Exhibit 10.1 and is incorporated herein by reference as though fully set forth
herein. The foregoing summary description of the Amendment and Joinder is not
intended to be complete, and is qualified in its entirety by the complete text
of the Amendment and Joinder.
2
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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10.1
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Amendment
No. 1 and Joinder, dated as of February 12, 2010, among the Company, Sage
Summit LP, Lavender Heights Capital LP, Pierre Lagrange, G&S Trustees
Limited, in its capacity as trustee of the Lagrange GLG Trust, Point
Pleasant Ventures Ltd., a wholly owned subsidiary of the Lagrange GLG
Trust, Emmanuel Roman, Jeffrey A. Robins, in his capacity as trustee of
the Roman GLG Trust, Jackson Holding Services Inc., a wholly owned
subsidiary of the Roman GLG Trust, Noam Gottesman, Leslie J. Schreyer, in
his capacity as trustee of the Gottesman GLG Trust, and Martin E.
Franklin.
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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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GLG
PARTNERS, INC.
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By: /s/
Alejandro San
Miguel
Alejandro
San Miguel
General
Counsel and Corporate Secretary
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Date: February
19, 2010
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EXHIBIT
INDEX
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Number
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Description
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10.1
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Amendment
No. 1 and Joinder, dated as of February 12, 2010, among the Company, Sage
Summit LP, Lavender Heights Capital LP, Pierre Lagrange, G&S Trustees
Limited in its capacity as trustee of the Lagrange GLG Trust, Point
Pleasant Ventures Ltd., a wholly owned subsidiary of the Lagrange GLG
Trust, Emmanuel Roman, Jeffrey A. Robins, in his capacity as trustee of
the Roman GLG Trust, Jackson Holding Services Inc., a wholly owned
subsidiary of the Roman GLG Trust, Noam Gottesman, Leslie J. Schreyer, in
his capacity as trustee of the Gottesman GLG Trust, and Martin E.
Franklin.
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