National Financial Partners 8-K 2008
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): February 5, 2008 (January 31, 2008)
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:
The announcement by National Financial Partners Corp. (the Company or NFP) of certain of the Companys preliminary financial results for the quarterly period ended December 31, 2007, referenced in Item 7.01 below, is incorporated herein by reference.
Since October 1, 2007 through the date of this Current Report, the Company has issued, or agreed to issue 740,953 shares of common stock with a value of approximately $30.5 million in connection with acquisitions of firms and contingent consideration and other.
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, 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.
On February 5, 2008, the Company issued a press release announcing: (i) certain of the Companys preliminary financial results for the quarterly period ended December 31, 2007, (ii) the approval by the Companys Board of Directors of the repurchase of up to $45.0 million of the Companys common stock on the open market, at times and in such amounts as management may deem appropriate and (iii) that the Company had completed transactions representing eight acquisitions effective January 1, 2008. A copy of the press release is filed as Exhibit 99 hereto and incorporated herein by reference.
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.