Attached files
| file | filename |
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| EX-99.2 - National Investment Managers Inc. | v204329_ex99-2.htm |
| EX-99.3 - National Investment Managers Inc. | v204329_ex99-3.htm |
| EX-99.1 - National Investment Managers Inc. | v204329_ex99-1.htm |
| EX-4.84 - National Investment Managers Inc. | v204329_ex4-84.htm |
| EX-4.85 - National Investment Managers Inc. | v204329_ex4-85.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
Date of
Report: November 24, 2010
(Date of
earliest event reported)
NATIONAL
INVESTMENT MANAGERS INC.
(Exact
name of registrant as specified in its charter)
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Florida
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333-160488
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59-2091510
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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485 Metro
Place South, Suite 275 Dublin, Ohio 43017
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (614) 923-8822
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13a-4(c))
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Form
8-K
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Item
1.01
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Entry
into a Material Definitive
Agreement
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Voting
Agreements
On
November 24, 2010 and thereafter, National Investment Managers Inc. (the
"Company") entered into agreements (the "Voting Agreements") whereby certain
holders of its Preferred and Common Stock have agreed to vote in favor of the
sale (the "Sale”) of the Company to an entity to be formed by Stonehenge
Partners, Inc. (“Stonehenge”) on the terms contemplated by a previously reported
non-binding letter of intent (the “LOI”). Further information
regarding the LOI is contained in the press release filed as an exhibit to the
Company's Current Report on Form 8-K filed with the Commission on November 15,
2010.
Completion
of the Sale is subject to a number of conditions, including negotiation and
execution of a mutually satisfactory definitive acquisition agreement,
completion of financing arrangements and due diligence by Stonehenge and
requisite approvals from the Company's senior and subordinated senior lenders
and shareholders. The LOI contemplates that the Company would obtain
shareholder voting agreements sufficient to achieve the required approvals of
each series of the Company's Preferred Stock before a definitive acquisition
agreement is executed. The Voting Agreements described herein
accomplish that objective.
Approval
of the Sale would require the approval of each series of the Company's
outstanding Preferred Stock. The Voting Agreements were signed by the
holders of 68% of the outstanding shares of Series A Preferred
Stock, 61% of the outstanding shares of Series B Preferred Stock, 92%
of the outstanding shares of Series C Preferred Stock, 84% of the outstanding
shares of Series D Preferred Stock and 73% of the outstanding shares of Series E
Preferred Stock.
Approval
of the Sale would also require the approval of a majority of the votes
attributable to the Company's outstanding Preferred and Common Stock, voting as
a single class (with each Preferred share having the number of votes
corresponding to the number of shares of Common Stock into which it may be
converted). The Voting Agreements were signed by the holders of
Preferred and Common Stock having 43% of the total number of votes
that could be cast in a vote of the Preferred and Common Stock as a single
class. The Company will continue to seek Voting Agreements with
additional shareholders with the objective of attaining commitments for the
requisite majority vote.
The
Voting Agreements provide that the shareholders signing them will vote all
shares of the Company's Preferred and Common Stock held by them in favor of a
sale of the Company (including the Sale) that provides for sale proceeds
available for distribution to the Company's shareholders of not less than $8
million that will be distributed as follows:
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·
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First,
the holders of the Series A Preferred Stock will receive its stated value
of $.50 per share, or $1.21 million in the
aggregate.
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·
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Second,
the holders of the Common Stock will receive 12% of such available sale
proceeds remaining after the Series A payment, and the 88%
balance will be distributed to the holders of the Series B, C, D and E
Preferred Stock as follows:
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§
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25.77%
to the holders of the Series B Preferred
Stock,
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§
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28.83%
to the holders of the Series C Preferred
Stock,
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§
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26.49%
to the holders of the Series D Preferred Stock
and
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§
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18.91%
to the holders of the Series E Preferred
Stock.
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The
Voting Agreements also provide for the settlement of two separate lawsuits
previously brought against the Company by certain holders of Series A Preferred
Stock and Series C Preferred Stock, respectively, with respect to alleged
registration rights related to their stock. In settlement of their
respective claims, the settling Series A holder has received a $440,000
promissory note from the Company and the settling Series C holders have been
deemed to own additional Series C Preferred shares having a stated value of
$500,000 solely for purposes of the distribution of available sale proceeds
pursuant to the formula described above.
More
complete information is set forth in the Voting Agreements, the substantial
forms of which are filed as Exhibits to this Report. The descriptions
contained herein are qualified in their entirety by reference to the text of the
Voting Agreements.
As a
result of the termination in 2009 of the registration of the Company's Common
Stock under Section 12(g) of the Securities Exchange Act of 1934, the Company's
solicitation of the Voting Agreements is not subject to the Federal proxy
rules. However, the Company would intend to provide shareholders with
an Information Statement in connection with the solicitation of votes in favor
of the Sale following the execution of a definitive acquisition
agreement.
There is
no assurance that the Sale will be completed on the announced terms, or
otherwise.
Forbearance
Extensions
On
November 24, 2010, the Company entered into amendments (the "Amendments") to the
Revolving Line of Credit and Term Loan Agreement (the "Senior Loan Agreement")
with RBS Citizens Bank, National Association (the "Senior Lender"), and the
Securities Purchase and Loan Agreement (the "Subordinated Senior
Agreement") with certain affiliates of Woodside Capital Partners (the
"Subordinated Senior Lenders") to extend the periods during which the Senior
Lender and the Subordinated Senior Lenders had previously agreed to forbear from
accelerating or otherwise enforcing their respective rights with respect to
identified events of default and anticipated events of default. The
Amendment to the Senior Loan Agreement extends the end of the forbearance period
from January 2, 2011 to February 28, 2011. The Amendment to the
Subordinated Senior Agreement extends the end of the forbearance period from
January 31, 2011 to March 15, 2011.
More
complete information is set forth in the Amendments, the forms of which are
filed as Exhibits to this Report. The descriptions contained herein
are qualified in their entirety by reference to the text of the Amendments.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
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Exhibit No.
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Description
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4.84
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Twelfth
Amendment to Revolving Line of Credit and Term Loan Agreement made as of
November 24, 2010 by and among RBS Citizens, National Association,
National Investment Managers Inc. and certain subsidiaries of National
Investment Managers Inc., as guarantors.
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4.85
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Amendment
No. 10 to Securities Purchase and Loan Agreement made as of November 24,
2010 by and among National Investment Managers Inc., certain of its
subsidiaries, as guarantors, Woodside Capital Partners IV, LLC, Woodside
Capital Partners IV QP, LLC, Woodside Capital Partners V, LLC, Woodside
Capital Partners V QP, LLC and Woodside Agency Services,
LLC.
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99.1
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Settlement
and Voting Agreement dated November 24, 2010 between the Company and
certain holders of the Company's Series A Preferred
Stock.
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99.2
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Voting
Agreement dated November 24, 2010 between the Company and certain holders
of the Company's Preferred and Common Stock.
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99.3
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Form
of Voting Agreements entered into subsequent to November 24, 2010 between
the Company and certain holders of Common
Stock.
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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 undersigned hereunto
duly authorized.
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National
Investment Managers Inc.
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Date:
December 1, 2010
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By:
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/s/
Steven J. Ross
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Name:
Steven J. Ross
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Title:
Chief Executive
Officer
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