Form 8-K

 

 

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

October 22, 2014 (October 22, 2014)

Date of Report (date of Earliest Event Reported)

 

 

NEWTEK BUSINESS SERVICES, INC.

(Exact Name of Company as Specified in its Charter)

 

 

 

NEW YORK   001-16123   11-3504638
(State or Other Jurisdiction of
Incorporation or Organization)		   (Commission
File No.)		   (I.R.S. Employer
Identification No.)

212 W. 35th Street, 2nd floor, New York, NY 10001

(Address of principal executive offices and zip code)

(212) 356-9500

(Company’s telephone number, including area code)

 

(Former name or former address, if changed from 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 (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 5.07. Submission of Matters to a Vote of Security Holders.

ANNUAL MEETING: The Company held its Annual Meeting of Shareholders on October 22, 2014. Of the 37,499,006 total Common Shares outstanding as of October 22, 2014, a total of 35,211,294 Common Shares were present or represented by proxy at the meeting. The Company’s shareholders voted on three proposals and cast their votes as follows:

Proposal 1: To elect four directors of the Company to serve on the Board of Directors until the Company’s Annual Meeting of Shareholders in 2015:

 

Director

    Votes For      % of Votes For     Votes
Withheld		      Broker
Non-Votes		  

David C. Beck

      21,938,936         99.35 %*      143,205         13,129,153   

Sam Kirschner

      21,938,636         99.35 %*      143,505         13,129,153   

Salvatore F. Mulia

      21,938,327         99.35 %*      143,814         13,129,153   

Barry Sloane

      21,938,437         99.35 %*      143,704         13,129,153   

 

* Represents a percentage of all shares casting a vote in favor of the nominee as opposed to withholding such votes.

Proposal 2: To ratify the appointment of McGladrey LLP as the Company’s independent registered accounting firm (independent auditors) for the year ended December 31, 2014:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

34,570,649   502,820   137,825   0
92.19%*   1.34%*   0.37%*   0.00%*
98.18%**   1.43%**   0.39%**   N/A

 

* Represents a percentage of all outstanding shares entitled to vote at the meeting.
** Represents a percentage of all shares present or represented by proxy at the meeting.

Proposal 3: An advisory vote on the Company’s Executive Compensation:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

21,805,452   275,341   46,747   13,083,754
58.15%*   0.73%*   0.12%*   34.89%*
98.54%**   1.24%**   0.21%**   N/A

 

* Represents a percentage of all outstanding shares entitled to vote at the meeting.
** Represents a percentage of all shares present or represented by proxy at the meeting.

SPECIAL MEETING: The Company also held a Special Meeting of Shareholders on October 22, 2014, following the Annual Meeting. A total of 26,342,177 Common Shares were present or represented by proxy at the special meeting. The Company’s shareholders voted on four proposals and cast their votes as follows:

Proposal 1:

RESOLVED, that a merger agreement by and between the Company and Newtek Business Services Corp., a Maryland corporation, for the purpose of reincorporating the Company in the state of Maryland (the “Reincorporation Transaction”) in anticipation of the election by the Company to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “BDC Election”) be, and hereby is approved.

For

  

Against

  

Abstentions

24,044,883   2,313,480   28,450
91.12%*   8.77%*   0.11%*
64.12%**   6.17%**   0.08%**

 

* Represents a percentage of all shares present or represented by proxy at the meeting.
** Represents a percentage of all outstanding shares entitled to vote at the meeting.

Proposal 2:

RESOLVED, that the Company be, and hereby is, authorized to implement a reverse stock split prior to the Reincorporation Transaction, pursuant to which each stockholder will receive one share of our common stock in exchange for no fewer than five and no greater than six shares owned at that time, with the exact ratio to be determined by the Company’s Board of Directors.

 

For

  

Against

  

Abstentions

24,028,143   2,291,324   74,497
91.04%*   8.68%*   0.28%*
64.08%**   6.11%**   0.20%**

 

* Represents a percentage of all shares present or represented by proxy at the meeting.
** Represents a percentage of all outstanding shares entitled to vote at the meeting.

Proposal 3:

RESOLVED, that the Company be, and hereby is, authorized to sell shares of its common stock at a price below the Company’s then current net asset value per share in one or more offerings, in each case subject to the approval of its Board of Directors and compliance with the conditions set forth in the proxy statement/prospectus pertaining thereto;

 

For

  

Against

  

Abstentions

25,256,500   1,018,780   66,897
95.88%*   3.87%*   0.25%*
67.35%**   2.72%**   0.18%**
93.46%***   6.14%***   0.40%***
55.89%****   3.67%****   0.24%****

 

* Represents a percentage of all shares present or represented by proxy at the meeting.
** Represents a percentage of all outstanding shares entitled to vote at the meeting.
*** Represents a percentage of all shares present or represented by proxy at the meeting (excluding affiliates).
**** Represents a percentage of all outstanding shares entitled to vote at the meeting (excluding affiliates).

Proposal 4:

RESOLVED, that the Company hereby adopts a new equity compensation plan, which will become effective subsequent to the BDC Election.

 

For

  

Against

  

Abstentions

25,496,187   684,811   161,179
96.79%*   2.60%*   0.61%*
67.99%**   1.83%**   0.43%**

 

* Represents a percentage of all shares present or represented by proxy at the meeting.
** Represents a percentage of all outstanding shares entitled to vote at the meeting.

A press release, dated October 22, 2014, announcing the results of the votes conducted at the Annual Meeting and Special Meeting is filed as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

   

Description

99.1    Press Release, dated October 22, 2014, announcing the results of the votes conducted at the Annual Meeting and the Special Meeting.

Forward-Looking Statements

Statements in this Current Report on Form 8-K (including the exhibits), including statements regarding Newtek Business Services, Inc.’s (“Newtek” or the “Company”) beliefs, expectations, intentions or strategies for the future, may be “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, statements about the benefits of the merger, including among others, future financial and operating results, plans, objectives, expectations and intentions and statements that are not historical facts. Risk factors, cautionary statements and other conditions which could cause Newtek’s actual results to differ from management’s current expectations are contained in Newtek’s filings with the Securities and Exchange Commission. Newtek undertakes no obligation to update any forward-looking statement to reflect events or circumstances that may arise after the date of this filing.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    NEWTEK BUSINESS SERVICES, INC.
Date: October 22, 2014    

/s/ Barry Sloane

    Barry Sloane, President, Chairman of the Board and Chief Executive Officer

EXHIBIT INDEX

 

Exhibit
Number

   

Description

99.1    Press Release, dated October 22, 2014, announcing the results of the votes conducted at the Annual Meeting and the Special Meeting.