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
September 30, 2009
Date of Report (Date of earliest event reported)
FCStone Group, Inc.
(Exact name of registrant as
specified in its charter)
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Delaware
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001-33363
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42-1091210
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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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1251 NW Briarcliff Parkway, Suite 800, Kansas City, Missouri 64116
(Address of principal executive offices) (Zip Code)
(800) 255- 6381
Registrants telephone number, including area code
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On September 30, 2009, pursuant to the Agreement and Plan of Merger, dated as of July 1, 2009 (the Merger Agreement), by and among FCStone Group, Inc., a Delaware corporation (the
Company or FCStone), International Assets Holding Corporation, a Delaware corporation (Parent), and International Assets Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent
(Merger Sub), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and becoming an wholly-owned subsidiary of Parent (the Merger).
Under the terms of the Merger Agreement, FCStones stockholders received 0.2950 shares of International Assets common stock for
each share of FCStone common stock they owned prior to the closing of the Merger.
The foregoing description of the Merger
Agreement and the Merger is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange
Commission (the Commission) on July 1, 2009, and is incorporated herein by reference.
Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On September 30, 2009, the Company notified the Nasdaq Stock Market, LLC (the Nasdaq) of the effectiveness of the Merger as
more fully described in Item 2.01, which information is hereby incorporated by reference. The Company requested the Nasdaq have the Companys common stock (traded under the symbol FCSX) delisted from the Nasdaq Global Select
Market. The Company expects its common stock to be delisted immediately prior to the open of market on October 1, 2009. The combined company will continue to list its common stock on the Nasdaq Global Market and trade under the symbol IAAC.
Item 3.03
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Material Modifications to Rights of Security Holders.
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Pursuant to the terms of the Merger Agreement, each issued and outstanding share of the Companys common stock, as more fully described in Item 2.01, which information is hereby incorporated by
reference, was converted into the right to receive the Merger Consideration, and the Companys stockholders, immediately prior to the effective time of the Merger, ceased to have any rights as stockholders in the Company (other than their right
to receive the Merger Consideration) and accordingly no longer have any interest in the Companys future earnings or growth.
Item 5.01
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Changes in Control of Registrant.
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As a result of the Merger, the Company became a wholly-owned subsidiary of Parent on September 30, 2009, as more fully disclosed in Item 2.01, which information is hereby incorporated by reference.
Sean OConnor will continue to serve as Chief Executive Officer and as a director of Parent. Paul Anderson will serve as President and
as a director of Parent while retaining the position of Chief Executive Officer of FCStone.
The Board of Directors of Parent
will consist of thirteen directors, seven designated by Parent and six designated by FCStone. The following directors of the Company were removed from its board of directors, effective upon completion of the Merger: Brent Bunte, Douglas Derscheid,
Bruce Krehbiel, Tom Leiting, Paul G. (Pete) Anderson, Kenneth Hahn, David Reinders, Rolland Svoboda,
David Andresen, Jack Friedman, Daryl Henze, and Eric Parthemore. The current directors of Merger Sub will serve as directors of the surviving corporation. All future directors will be appointed
by Parent or its affiliate.
Messrs. Anderson, Bunte, Friedman, Henze, Krehbiel and Parthemore will be appointed to the board
of directors of Parent.
Both Parent and FCStone agreed to certain other governance related matters, which are described in
Exhibit C to the Merger Agreement and attached as Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission (the Commission) on July 2, 2009, and is incorporated herein by
reference.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Bylaws
. In connection with the Merger, the Bylaws of Merger Sub became the Bylaws of the Company as the surviving corporation in
accordance with the Merger Agreement.
The description of the Bylaws is qualified by the copy thereof which
is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On
October 1, 2009, the Company issued a press release announcing the completion of the Merger, pursuant to the terms and conditions of the Merger Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report
on Form 8-K.
Item 9.01
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Financial Statements and Exhibits.
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Exhibits.
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Exhibit
No.
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Description
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2.1
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Agreement and Plan of Merger, filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1,
2009
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3.1
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Bylaws of FCStone Group, Inc.
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99.1
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Press Release dated October 1, 2009
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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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FCSTONE GROUP, INC.
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Dated: September 30, 2009
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By:
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S
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AUL
G.
A
NDERSON
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Paul G. Anderson
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Chief Executive Officer
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Grafico Azioni Fcstone Grp. (MM) (NASDAQ:FCSX)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni Fcstone Grp. (MM) (NASDAQ:FCSX)
Storico
Da Set 2023 a Set 2024