Attached files
| file | filename |
|---|---|
| EX-99.1 - Duff & Phelps Corp | v205808_ex99-1.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 (Date of earliest event reported)
|
December 17, 2010 (December 15,
2010)
|
|
Duff & Phelps
Corporation
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
001-33693
|
20-8893559
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
55
East 52nd Street, 31st
Floor, New York, New York
|
10055
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code
|
(212)
871-2000
|
|
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 (see General Instruction A.2. below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
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))
|
Item
3.02. Unregistered Sales of Equity Securities
On
December 15, 2010, Duff & Phelps Corporation (the “Company”) issued an
aggregate of 83,277 shares of Class A common stock, including 49,966 shares
issued in conjunction with its acquisition by a subsidiary of the Company of
certain assets of Dynamic Credit Partners, LLC, Dynamic Credit Analytics, LLC,
and Dynamic Credit Management, LLC, and 33,311 shares issued in conjunction with
the merger of June Consulting Group, Inc. with and into a subsidiary of the
Company.
The
shares issued were one component of the consideration paid to the sellers in
connection with the acquisitions. The issuance of these shares of
Class A common stock was made without a registration statement under the
Securities Act of 1933, as amended (the “Securities Act”) because the shares of
Class A common stock were offered and sold in transactions exempt from
registration under Section 4(2) of the Securities Act.
A copy of
the press release issued by the Company regarding the acquisitions is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this
report as if fully set forth herein.
Item
9.01. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press
release, dated December 16, 2010.
2
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.
|
DUFF & PHELPS
CORPORATION
|
|||
|
|
By:
|
/s/ Edward S. Forman | |
| Name: | Edward S. Forman | ||
| Title: | Executive Vice President, General Counsel and Secretary | ||
Dated: December
17, 2010
3
DUFF
& PHELPS CORPORATION
CURRENT
REPORT ON FORM 8-K
Report
dated December 17, 2010
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
|
99.1
|
Press
Release, dated December 16, 2010.
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4