Current Report Filing (8-k)
July 09 2019 - 7:24AM
Edgar (US Regulatory)
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
July 9, 2019
Date of report (Date of earliest event reported)
PIPER JAFFRAY COMPANIES
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1-31720
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30-0168701
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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800 Nicollet Mall, Suite 1000
Minneapolis, Minnesota
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55402
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(Address of Principal Executive Offices)
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(Zip Code)
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(612) 303-6000
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2):
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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)
o
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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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PJC
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 7.01. Regulation FD Disclosure
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On July 9, 2019, Piper Jaffray Companies (the “
Company
”) issued a press release announcing that the Company had entered into a definitive agreement pursuant to which, on the terms and subject to the terms set forth therein, the Company will acquire SOP Holdings, LLC and its subsidiaries, including Sandler O’Neill & Partners, L.P. (collectively, “
Sandler O’Neill
”). The Company and Sandler O’Neill will host a joint conference call and webcast on July 9, 2019 at 8:00 a.m. Central time regarding the proposed transaction during which the management teams of the Company and Sandler O’Neill will discuss a presentation to analysts and investors. Copies of the press release and the investor presentation are furnished hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
The information contained in this Item 7.01, Exhibit 99.1 and Exhibit 99.2 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), or otherwise subject to the liabilities under Section 18 of the Exchange Act. Furthermore, the information contained in this Item 7.01, Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits
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(d)
Exhibits
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2
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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PIPER JAFFRAY COMPANIES
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Date: July 9, 2019
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By
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/s/ John W. Geelan
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John W. Geelan
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General Counsel and Secretary
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3
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