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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): August 9, 2010
GLG Partners, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33217
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20-5009693 |
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer |
of incorporation)
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File Number)
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Identification No.) |
399 Park Avenue, 38th Floor
New York, New York 10022
(Address of principal executive offices)
Registrants telephone number, including area code: (212) 224-7200
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ 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))
INFORMATION TO BE INCLUDED IN THE REPORT
GLG PARTNERS, INC. (GLG) HAS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE
SEC) A PRELIMINARY PROXY STATEMENT AND INTENDS TO MAIL A DEFINITIVE PROXY STATEMENT AND OTHER
RELEVANT DOCUMENTS TO GLG STOCKHOLDERS IN CONNECTION WITH THE PROPOSED ACQUISITION OF GLG BY MAN
GROUP PLC THROUGH TWO CONCURRENT TRANSACTIONS: THE MERGER OF A WHOLLY OWNED SUBSIDIARY OF MAN WITH
AND INTO GLG (THE MERGER) AND A SHARE EXCHANGE TRANSACTION IN WHICH CERTAIN GLG STOCKHOLDERS WILL
EXCHANGE THEIR GLG SHARES FOR MAN ORDINARY SHARES. GLG STOCKHOLDERS AND OTHER INTERESTED PERSONS
ARE ADVISED TO READ GLGS PRELIMINARY PROXY STATEMENT, AND WHEN AVAILABLE, AMENDMENTS THERETO AND
THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH GLGS SOLICITATION OF PROXIES FOR THE SPECIAL
MEETING TO BE HELD TO APPROVE THE PROPOSED MERGER BECAUSE THE PRELIMINARY PROXY STATEMENT CONTAINS
AND THE DEFINITIVE PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT GLG AND THE PROPOSED
TRANSACTION. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS AS OF A RECORD DATE TO
BE ESTABLISHED FOR VOTING ON THE PROPOSED MERGER. STOCKHOLDERS MAY OBTAIN A FREE COPY OF THESE
MATERIALS (WHEN THEY ARE AVAILABLE) AND OTHER DOCUMENTS FILED WITH THE SEC FROM THE SECS WEBSITE
AT www.sec.gov. A FREE COPY OF THE PRELIMINARY PROXY STATEMENT AND, WHEN IT BECOMES AVAILABLE, THE
DEFINITIVE PROXY STATEMENT ALSO MAY BE OBTAINED BY CONTACTING INVESTOR RELATIONS, GLG PARTNERS,
INC., 399 PARK AVENUE, 38TH FLOOR, NEW YORK, NEW YORK 10022, TELEPHONE (212) 224-7200 AND THROUGH
GLGS WEBSITE AT www.glgpartners.com.
GLG AND ITS DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED PARTICIPANTS IN THE SOLICITATION OF
PROXIES FROM GLGS STOCKHOLDERS. GLGS STOCKHOLDERS MAY OBTAIN INFORMATION ABOUT GLGS DIRECTORS
AND EXECUTIVE OFFICERS, THEIR OWNERSHIP OF GLG SHARES AND THEIR INTERESTS IN THE PROPOSED
TRANSACTION BY READING GLGS PRELIMINARY PROXY STATEMENT AND, WHEN IT BECOMES AVAILABLE, DEFINITIVE
PROXY STATEMENT FOR THE SPECIAL MEETING. A FREE COPY OF THESE DOCUMENTS (WHEN THEY ARE AVAILABLE)
MAY BE OBTAINED FROM THE SEC WEBSITE OR BY CONTACTING GLG AS INDICATED ABOVE.
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Item 2.02. Results of Operations and Financial Condition.
On August 9, 2010, GLG Partners, Inc. (the Company) released its earnings for the second
fiscal quarter of 2010 and is filing a copy of the earnings release to the Securities and
Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K.
Attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by
reference is the Companys investor presentation which, together with the press release, is posted
on the Investor Relations section of the Companys website at www.glgpartners.com. The information
contained in Exhibit 99.2 shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
The Company presents certain financial measures, such as non-GAAP adjusted net income,
non-GAAP compensation, benefits and profit share (CBP), and non-GAAP weighted average fully diluted
shares, that are not prepared in accordance with U.S. generally accepted accounting principles, or
GAAP, in addition to financial results prepared in accordance with GAAP. See the discussion in the
earnings release under Non-GAAP Financial Measures. The Companys management uses these non-GAAP
financial measures in its evaluation of the Companys core results of operations and trends between
fiscal periods and believes these measures are an important component of its internal performance
measurement process. The Companys management also prepares forecasts for future periods on a
basis consistent with these non-GAAP financial measures. The non-GAAP financial measures the
Company presents may be different from non-GAAP financial measures used by other companies.
Non-GAAP adjusted net income has certain limitations in that it may overcompensate for certain
costs and expenditures related to the Companys business.
Item 8.01. Other Events.
The Companys earnings release attached as Exhibit 99.1
to this Current Report on Form 8-K is incorporated herein by reference.
The Company presents certain financial measures, such as non-GAAP adjusted net income,
non-GAAP compensation, benefits and profit share (CBP), and non-GAAP weighted average fully diluted
shares, that are not prepared in accordance with U.S. generally accepted accounting principles, or
GAAP, in addition to financial results prepared in accordance with GAAP. See the discussion in the
earnings release under Non-GAAP Financial Measures. The Companys management uses these non-GAAP
financial measures in its evaluation of the Companys core results of operations and trends between
fiscal periods and believes these measures are an important component of its internal performance
measurement process. The Companys management also prepares forecasts for future periods on a
basis consistent with these non-GAAP financial measures. The non-GAAP financial measures the
Company presents may be different from non-GAAP financial measures used by other companies.
Non-GAAP adjusted net income has certain limitations in that it may overcompensate for certain
costs and expenditures related to the Companys business.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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99.1
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Press Release of the Company dated August 9, 2010. |
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99.2
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Investor Presentation dated August 9, 2010. |
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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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GLG PARTNERS, INC.
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By: |
/s/ Jeffrey M. Rojek
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Jeffrey M. Rojek |
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Chief Financial Officer |
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Date: August 9, 2010
EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
99.1
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Press Release of the Company dated August 9, 2010. |
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99.2
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Investor Presentation dated August 9, 2010. |