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): October 24,
2016
SIEBERT FINANCIAL CORP.
(Exact
name of registrant as specified in its charter)
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New York
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0-5703
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11-1796714
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(State
or other jurisdiction of incorporation)
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(Commission File
Number)
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(IRS
Employer Identification Number)
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885 Third Avenue, New York, New
York
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1002
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(Address of
principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (212)
644-2400
(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):
☐
Written
communications pursuant to Rule 425 under the Securities
Act
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
September 1, 2016, Siebert Financial Corp. (“Siebert
Financial”) entered into an acquisition agreement (the
“Acquisition
Agreement”) with Kennedy Cabot Acquisition, LLC
(“Kennedy
Cabot Acquisition”), and the Estate of Muriel F.
Siebert (the “Siebert
Estate”), pursuant to which, among other things, the
Siebert Estate, which currently owns beneficially and of record
approximately 87.4% of Siebert Financial’s outstanding common
stock, will sell all such common stock to Kennedy Cabot Acquisition
and Kennedy Cabot Acquisition will make a tender offer for all of
Siebert Financial’s outstanding common stock not owned by the
Siebert Estate.
In
connection with the transactions contemplated by the Acquisition
Agreement, Joseph Ramos, Siebert Financial’s Executive Vice
President, Chief Financial Officer, Chief Operating Officer and
Secretary, is resigning from his positions as an officer and
employee of Siebert Financial and its subsidiaries effective as of
the closing of the transactions contemplated by the Acquisition
Agreement. In connection with his resignation, Mr. Ramos has
entered into a separation agreement with Siebert Financial, dated
October 24, 2016, pursuant to which Mr. Ramos will receive a
severance payment of $635,000, subject to applicable deductions and
withholding. Under the separation agreement, Mr. Ramos will be
subject to customary future cooperation, non-disparagement,
confidentiality, employee and customer non-solicitation and release
provisions.
The
consummation of the transactions contemplated by the Acquisition
Agreement remains conditioned on, among other things, approval of
the transactions by the Financial Industry Regulatory Authority.
The transactions are expected to close during the fourth quarter of
2016.
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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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Company Name
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Dated:
October 28, 2016
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By:
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/s/
Joseph
M. Ramos, Jr.
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Joseph M. Ramos,
Jr.
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Executive Vice
President, Chief Operating Officer, Chief Financial Officer and
Secretary
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