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): February 16, 2011
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RODMAN & RENSHAW CAPITAL GROUP, INC. |
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(Exact name of Registrant as specified in its charter) |
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Delaware |
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001-33737 |
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84-1374481 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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1251 Avenue of the Americas, New York, New York |
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10020 |
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(Address Of Principal Executive Office) |
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(Zip Code) |
Registrants telephone number, including area code (212) 356-0500
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(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:
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o 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))
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Item 2.02. |
Results of Operations and Financial Condition. |
On February 16, 2011, Rodman & Renshaw Capital Group, Inc. (Rodman) hosted a conference call at 10:00 a.m. Eastern Time to discuss its financial results for the fourth quarter and year ended December 31, 2010. Attached hereto as Exhibit 99.1, and incorporated herein by reference, is the transcript of the conference call.
The conference will be replayed in its entirety beginning at approximately 2:00 PM Eastern Time on February 16, 2011, through to 11:59 PM Eastern Time on February 23, 2011. To access the replay of this conference call, please dial 1-877-660-6853 (United States) or 1-201-612-7415 (International) and use Account #286, Conference # 366633.
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Item 8.01. |
Other Events. |
The attached Exhibit 99.1 is also being filed by Rodman pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended, with respect to Hudson (Commission File No.: 333-171988.)
Additional Information
In connection with the proposed merger between Rodman and Hudson Holding Corporation (Hudson), on January 31, 2011 Rodman filed a registration statement on Form S-4 (Commission File No.: 333-171988) with the SEC containing a prospectus of Rodman and other relevant documents relating to the acquisition of Hudson. The registration statement on Form S-4 also includes a proxy statement of Hudson, and the final proxy statement/prospectus will be mailed to stockholders of Hudson. Rodman and Hudson stockholders are urged to read the registration statement and any other relevant documents filed with the SEC, including the proxy statement/prospectus that is part of the registration statement, because they contain important information about Rodman, Hudson and the proposed transaction. Investors and securityholders will be able to obtain free copies of the registration statement and proxy statement/prospectus (when available) as well as other filed documents containing information about Rodman and Hudson, without charge, at the SECs website (www.sec.gov). Free copies of Rodmans filings also may be obtained by directing a request to Rodmans CFO by phone to (212) 356-0500, in writing to Rodman & Renshaw Capital Group, Inc., Attention: CFO, 1251 Avenue of the Americas, New York, NY 10022, by email to dhorin@rodm.com or at Rodmans website (www.rodm.com). Free copies of Hudsons filings also may be obtained by directing a request to Hudsons CEO by phone to 201-216-0100, in writing to Hudson Holding Corporation, 111 Town Square Plaza, Suite 1500A, Jersey City, NJ 07310, Attention: CEO, or at Hudsons website (www. hudsonholdingcorp.com).
This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Proxy Solicitation
Rodman, Hudson and their respective directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from the stockholders of Hudson with respect to the proposed transaction. More detailed information regarding the identity of the potential participants, and their direct or indirect interests, by securities holdings or otherwise, will be set forth in the registration statement and proxy statement/prospectus and other materials to be filed with the SEC in connection with the proposed transaction. Information regarding Rodmans directors and executive officers is also available in Rodmans definitive proxy statement for its 2010 Annual Meeting of Stockholders filed with the SEC on March 26, 2010. Information regarding Hudsons directors and executive officers is also available in Hudsons Annual Report on Form 10-K filed with the SEC on June 29, 2010. These documents are available free of charge at the SECs website at www.sec.gov and from Investor Relations at Rodman.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit |
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Description |
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99.1 |
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Transcript of the teleconference held by Rodman on February 16, 2011 at 10:00 a.m. Eastern Time to discuss its financial results for the fourth quarter and year ended December 31, 2010. |
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed 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.
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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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Rodman & Renshaw Capital Group, Inc. |
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Dated: February 16, 2011 |
By: |
/s/ David J. Horin |
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David J. Horin |
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Chief Financial Officer |
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Exhibit Index
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Exhibit |
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Description |
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99.1 |
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Transcript of the teleconference held by Rodman on February 16, 2011 at 10:00 a.m. Eastern Time to discuss its financial results for the fourth quarter and year ended December 31, 2010. |
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