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NewStar Financial 10-K 2008
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0001193125-08-105889.txt : 20080507
0001193125-08-105889.hdr.sgml : 20080507
20080507161234
ACCESSION NUMBER: 0001193125-08-105889
CONFORMED SUBMISSION TYPE: 10-K/A
PUBLIC DOCUMENT COUNT: 4
CONFORMED PERIOD OF REPORT: 20071231
FILED AS OF DATE: 20080507
DATE AS OF CHANGE: 20080507

FILER:

COMPANY DATA:
COMPANY CONFORMED NAME: NewStar Financial, Inc.
CENTRAL INDEX KEY: 0001373561
STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172]
IRS NUMBER: 542157878

FILING VALUES:
FORM TYPE: 10-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33211
FILM NUMBER: 08810126

BUSINESS ADDRESS:
STREET 1: 500 BOYLSTON STREET
STREET 2: SUITE 1600
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-848-2500

MAIL ADDRESS:
STREET 1: 500 BOYLSTON STREET
STREET 2: SUITE 1600
CITY: BOSTON
STATE: MA
ZIP: 02116


10-K/A
1
d10ka.htm
FORM 10-K AMENDMENT NO.1


Form 10-K Amendment No.1



 

STYLE="line-height:3px;margin-top:0px;margin-bottom:2px;border-bottom:0.5pt solid #000000"> 

UNITED STATES

STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center">SECURITIES AND EXCHANGE COMMISSION

SIZE="2">Washington, D.C. 20549

 

 


FORM 10-K/A

Amendment No. 1

 

 

STYLE="font-size:3px;margin-top:0px;margin-bottom:0px"> 





xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
STYLE="margin-top:3px;margin-bottom:0px; text-indent:4%">For the fiscal year ended December 31, 2007

FACE="Times New Roman" SIZE="2">OR

 





¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
STYLE="margin-top:3px;margin-bottom:0px; text-indent:4%">For the transition period from              to
            

Commission file number 001-33211

STYLE="font-size:3px;margin-top:0px;margin-bottom:0px"> 

 

ALIGN="center">NewStar Financial, Inc.

(Exact name of registrant as specified in its
charter)

 

 

STYLE="font-size:3px;margin-top:0px;margin-bottom:0px"> 
















Delaware 54-2157878

(State or other jurisdiction of

FACE="Times New Roman" SIZE="1">incorporation or organization)

 

(I.R.S. Employer

FACE="Times New Roman" SIZE="1">Identification No.)

 
















500 Boylston Street, Suite 1600, Boston, MA 02116
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (617) 848-2500

STYLE="margin-top:3px;margin-bottom:0px" ALIGN="center">Securities registered pursuant to Section 12(b) of the Act:

 
















Title of each class

 

Name of each exchange on which registered

Common Stock, par value $0.01 per share

 The NASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act:

STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center">None

 

STYLE="line-height:6px;margin-top:0px;margin-bottom:2px;border-bottom:1pt solid #000000;width:21%"> 

Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ¨    No  x

STYLE="margin-top:3px;margin-bottom:0px; text-indent:4%">Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes  ¨     No  x

Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

ALIGN="center">Large Accelerated Filer  ¨    Accelerated Filer   FACE="WINGDINGS">x    Non-Accelerated Filer  ¨    Smaller reporting company  ¨

STYLE="margin-top:3px;margin-bottom:0px; text-indent:4%">Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨
No x

As of June 29, 2007 the last business day of our most recently completed second fiscal
quarter, the aggregate market value of the voting stock held by non-affiliates was $515,829,574, based on the number of shares held by non-affiliates of the registrant as of June 30, 2007, and based on the reported last sale price of common
stock on June 29, 2007. This calculation does not reflect a determination that persons are affiliates for any other purposes.

As of
March 7, 2008, 48,593,090 shares of common stock, par value of $0.01 per share, were outstanding.

DOCUMENTS INCORPORATED BY
REFERENCE

Portions of the Registrant’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission
(“SEC”) pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to the Registrant’s Annual General Meeting of Members scheduled to be held May 14, 2008 are
incorporated by reference into Part III of this Form 10-K. With the exception of the portions of the Proxy Statement specifically incorporated herein by reference, the Proxy Statement is not deemed to be filed as part of this Form 10-K.


 

 







EXPLANATORY NOTE

FACE="Times New Roman" SIZE="2">This amendment is being filed to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, which we filed with the SEC on March 10, 2008 (the “Form 10-K”). The sole purpose
of this amendment is to include a revised consent of KPMG LLP, our independent registered public accounting firm, to replace the consent that was filed as Exhibit 23 to our Form 10-K, which inadvertently omitted certain information that should have
been included.

We are also filing certifications by our principal executive officer and principal financial officer required by this
amendment as exhibits Exhibit 31(a)(1) and 31(b)(1) in accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended.

SIZE="2">Pursuant to Rule 12b-15 of the Securities Act of 1934, as amended, Exhibit 23 of our Annual Report on the Form 10-K is deleted in its entirety and replaced with the attached Exhibit 23. This amendment does not reflect events occurring after
the original filing date of the Form 10-K, or modify or update in any way disclosures made in the Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with our SEC filings made subsequent to the filing of our Form 10-K.








SIGNATURES

FACE="Times New Roman" SIZE="2">Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 




































 NEWSTAR FINANCIAL, INC.
Date: May 7, 2008 By: 

      /s/ John K. Bray

          John K. Bray
          Chief Financial Officer






INDEX TO EXHIBITS

FACE="Times New Roman" SIZE="2">to Amendment No. 1 to the Annual Report on Form 10-K/A for the Year Ended December 31, 2007

 










































EXHIBIT
NUMBER

  

DESCRIPTION

  

METHOD OF FILING

23

  Consent of KPMG LLP.  Filed herewith.

31(a)(1)

  Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Filed herewith.

31(b)(1)

  Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Filed herewith.





EX-23
2
dex23.htm
CONSENT OF KPMG LLP


Consent of KPMG LLP



Exhibit 23

FACE="Times New Roman" SIZE="2">Consent of Independent Registered Public Accounting Firm

The Board of Directors

STYLE="margin-top:0px;margin-bottom:0px">NewStar Financial, Inc.:

We consent to the incorporation by reference in
the registration statements on Form S-8 (No. 333-139330 and 333-139331) of NewStar Financial, Inc. of our reports dated March 10, 2008, with respect to the consolidated balance sheets of NewStar Financial, Inc. and subsidiaries as of
December 31, 2007 and 2006, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2007, and the effectiveness of
internal control over financial reporting as of December 31, 2007, which reports appear in the December 31, 2007 annual report on Form 10-K of NewStar Financial, Inc.

FACE="Times New Roman" SIZE="2">Our report with respect to the consolidated financial statements refers to a change in the accounting for share-based payments to adopt Statement of Financial Accounting Standards No. 123 (revised 2004),
Share-Based Payments effective January 1, 2006.

/s/ KPMG LLP

FACE="Times New Roman" SIZE="2">Boston, Massachusetts

May 7, 2008






EX-31.(A)(1)
3
dex31a1.htm
SECTION 302 CEO CERTIFICATION


Section 302 CEO Certification



Exhibit 31(a)(1)

FACE="Times New Roman" SIZE="2">NEWSTAR FINANCIAL, INC.

CERTIFICATION PURSUANT TO SECTION 302

STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center">OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy J.
Conway, certify that:

 





1.I have reviewed this Amendment No. 1 to the annual report on Form 10-K of NewStar Financial, Inc.; and
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 





2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report.

May 7, 2008

 












/s/ Timothy J. Conway

Timothy J. Conway
Chairman, Chief Executive Officer and President





EX-31.(B)(1)
4
dex31b1.htm
SECTION 302 CFO CERTIFICATION


Section 302 CFO Certification



Exhibit 31(b)(1)

FACE="Times New Roman" SIZE="2">NEWSTAR FINANCIAL, INC.

CERTIFICATION PURSUANT TO SECTION 302

STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center">OF THE SARBANES-OXLEY ACT OF 2002

I, John K. Bray,
certify that:

 





1.I have reviewed this Amendment No. 1 to the annual report on Form 10-K of NewStar Financial, Inc.; and
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 





2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report.

May 7, 2008

 












/s/ John K. Bray

John K. Bray

Chief Financial Officer



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