Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - LADENBURG THALMANN FINANCIAL SERVICES INC. | sunsetacq8kaex991.htm |
| EX-99.2 - EXHIBIT 99.2 - LADENBURG THALMANN FINANCIAL SERVICES INC. | sunsetacq8kaex992.htm |
| EX-99.3 - EXHIBIT 99.3 - LADENBURG THALMANN FINANCIAL SERVICES INC. | sunsetacquisition8-kaex993.htm |
| EX-23 - EXHIBIT 23 - LADENBURG THALMANN FINANCIAL SERVICES INC. | sunsetacquisition8-kaex231.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
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 14, 2014
LADENBURG THALMANN FINANCIAL SERVICES INC.
(Exact Name of Registrant as Specified in its Charter)
Florida | 001-15799 | 650701248 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
4400 Biscayne Boulevard, 12th Floor, Miami, Florida | 33137 | |
(Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (212) 409-2000
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))
Introductory Note
Ladenburg Thalmann Financial Services Inc. (“LTFS”) previously filed a Current Report on Form 8-K dated November 14, 2014 (the “Current Report”) with the Securities and Exchange Commission on November 20, 2014 to report the acquisition by Securities America Financial Corporation, a subsidiary of LTFS, of certain assets of Sunset Financial Services, Inc. (“Sunset”). The purpose of this amendment to the Current Report is to include the financial statements and pro forma financial information required under Item 9.01. Except for the foregoing, this Form 8-K/A No. 1 effects no other changes to the Current Report.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited statement of financial condition of Sunset at December 31, 2013 and the audited statement of operations, statement of stockholder's equity and statement of cash flows of Sunset for the year ended December 31, 2013 are attached hereto as Exhibit 99.1 and are incorporated in their entirety herein by reference.
The unaudited statement of financial condition of Sunset at September 30, 2014, the unaudited statement of operations and statement of cash flows of Sunset for the nine months ended September 30, 2014 and 2013 and the unaudited statement of stockholder's equity of Sunset for the nine months ended September 30, 2014 are attached hereto as Exhibit 99.2 and are incorporated in their entirety herein by reference.
(b) Pro forma financial information.
The unaudited pro forma combined condensed balance sheet at September 30, 2014 and the unaudited pro forma combined condensed statements of operations for the nine months ended September 30, 2014 and the twelve months ended December 31, 2013 are attached hereto as Exhibit 99.3 and are incorporated in their entirety herein by reference.
(d) Exhibits.
Exhibit Number | Description |
23.1 | Consent of KPMG LLP. | |
99.1 | Audited statement of financial condition of Sunset at December 31, 2013 and the audited statement of operations, statement of stockholder's equity and statement of cash flows of Sunset for the year ended December 31, 2013. | |
99.2 | Unaudited statement of financial condition of Sunset at September 30, 2014, the unaudited statement of operations and statement of cash flows of Sunset for the nine months ended September 30, 2014 and 2013 and the unaudited statement of stockholder's equity of Sunset for the nine months ended September 30, 2014. | |
99.3 | Unaudited pro forma combined condensed balance sheet at September 30, 2014 and the unaudited pro forma combined condensed statements of operations for the nine months ended September 30, 2014 and the twelve months ended December 31, 2013. | |
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.
Date: January 30, 2015
LADENBURG THALMANN FINANCIAL SERVICES INC. | |||
By: | /s/ Brett H. Kaufman | ||
Name: | Brett H. Kaufman | ||
Title: | Senior Vice President and Chief Financial Officer | ||