Attached files
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| EX-2.1 - Titanium Asset Management Corp | v206903_ex2-1.htm |
| EX-99.1 - Titanium Asset Management Corp | v206903_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
28, 2010
Titanium
Asset Management Corp.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-53352
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20-8444031
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(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
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(IRS
Employer Identification
Number)
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777
E. Wisconsin Avenue,
Milwaukee,
Wisconsin
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53202-5310
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(Address
of principal executive offices)
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(Zip
Code)
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(414)
765-1980
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:
¨
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
December 28, 2010, Titanium Asset Management Corp. executed an amendment to the
membership interest purchase agreement pursuant to which it acquired 100% of the
membership interests of Boyd Watterson Asset Management, LLC
(BWAM). Titanium entered into the purchase agreement on November 7,
2008 with BWAM, BWAM Holdings, LLC, and the common members and, for limited
purposes, the preferred members of BWAM Holdings, LLC, and the purchase
agreement provides for a deferred payment to the sellers of up to $8,000,000, if
BWAM achieves certain revenue run rates. As previously reported, BWAM
has significantly exceeded the revenue run rate required to entitle the sellers
to the highest possible deferred payment of $8,000,0000. The
amendment to the purchase agreement accelerates the measurement date for the
deferred payment under the purchase agreement to November 30, 2010 and provides
that the deferred payment will be made all in cash, with half payable prior to
December 31, 2010 and the other half payable on January 3, 2011. In
connection with the deferred payment, the purchase agreement continues to
provide for the delivery of 192,000 shares of common stock, which will be issued
to the sellers on January 3, 2011.
The
amendment to the membership interest purchase agreement is attached hereto as an
exhibit and is incorporated herein by reference. The foregoing
description of the amendment does not purport to be complete and is qualified in
its entirety by reference to such exhibit. Other than those members
of BWAM Holdings, LLC who serve as officers and employees of BWAM, Titanium and
its affiliates do not have any material relationship with the other parties to
the purchase agreement except for the agreement. A copy of the press
release announcing the amendment is attached hereto as an exhibit and is
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
The
following exhibits are being filed herewith:
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2.1
|
Amendment
No. 2 to Membership Interest Purchase Agreement, dated as of December 28,
2010, among Titanium Asset Management Corp., Boyd Watterson Asset
Management, LLC and Michael E. Bee, acting in his capacity as the agent
and attorney in fact with the authority to act on behalf of BWAM Holdings,
LLC, the common members of BWAM Holdings, LLC and, for limited purposes,
the preferred members of BWAM Holdings,
LLC.
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99.1
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Press
release of Titanium Asset Management to the AIM, a market operated by the
London Stock Exchange, dated December 29,
2010.
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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.
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TITANIUM
ASSET MANAGEMENT CORP.
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Date:
December 30, 2010
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By:
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/s/ Jonathan
Hoenecke
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Name:
Jonathan Hoenecke
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Title: Chief
Financial Officer
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3
EXHIBIT
INDEX
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Exhibit Number
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Description
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2.1
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Amendment
No. 2 to Membership Interest Purchase Agreement, dated as of December 28,
2010, among Titanium Asset Management Corp., Boyd Watterson Asset
Management, LLC and Michael E. Bee, acting in his capacity as the agent
and attorney in fact with the authority to act on behalf of BWAM Holdings,
LLC, the common members of BWAM Holdings, LLC and, for limited
purposes, the preferred members of BWAM Holdings, LLC.
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99.1
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Press
release of Titanium Asset Management to the AIM, a market operated by the
London Stock Exchange, dated December 29,
2010.
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4