National Financial Partners 8-K 2006
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): December 21, 2006
NATIONAL FINANCIAL PARTNERS CORP.
(Exact name of registrant as specified in its charter)
(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:
Item 3.02 Unregistered Sales of Equity Securities.
Since October 1, 2006 and through the date of this Current Report, National Financial Partners Corp. (the Company or NFP) has issued, or agreed to issue, approximately 450,933 shares of common stock with a value of approximately $19.4 million at issuance, substantially all of which is related to the acquisition of firms with the remainder related to contingent consideration and ongoing incentive programs.
The issuances of common stock described above were made in reliance upon the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the Securities Act), and Regulation D promulgated thereunder, for transactions by an issuer not involving a public offering. The Company did not offer or sell the securities by any form of general solicitation or general advertising, informed each purchaser that the securities had not been registered under the Securities Act and were subject to restrictions on transfer, and made offers only to accredited investors within the meaning of Rule 501 of Regulation D and a limited number of sophisticated investors, each of whom the Company believed had the knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the securities and had access to the kind of information registration would provide.
Item 7.01 Regulation FD Disclosure.
On December 21, 2006, the Company announced that it had entered definitive agreements or completed transactions representing six acquisitions since the Companys third quarter earnings release date. A copy of the press release is filed as Exhibit 99 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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.