SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 12, 1998
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JWGENESIS FINANCIAL CORP.
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(Exact name of Registrant as Specified in its Charter)
Florida 001-14205 65-0811010
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(State or other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization) Identification No.)
980 North Federal Highway
Suite 210
Boca Raton, Florida 33432
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 338-2800
Not applicable
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
and
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 12, 1998, JWGenesis Financial Corp. (the "Company") became the
new publicly-held parent company of JW Charles Financial Services, Inc.
("JWCFS"), which previously had been a public company with a class of
securities registered under Section 12(b) of the Securities Exchange Act of
1934, as amended, in a statutory share exchange under Florida law. In a
related transaction, the Company also acquired Genesis Merchant Group
Securities, LLC ("Genesis"), a San Francisco-based investment banking,
institutional research, sales and trading firm, all following approval at a
special meeting on that date by the shareholders of JWCFS of an Amended and
Restated Agreement and Plan of Combination dated as of March 9, 1998, by and
among the Company, JWCFS, Genesis and the holders of the equity interests of
Genesis. In those transactions, the shareholders of JWCFS received one share
of Company common stock for each former share of JWCFS common stock (for an
aggregate of approximately 3.8 million shares), and the Company then issued
1.5 million shares of common stock to acquire all of the equity ownership of
Genesis. As a result, Genesis and JWCFS are wholly-owned subsidiaries of
the Company. The acquisition of Genesis was accounted for as a purchase
and, based upon the June 12 closing price of JWCFS common stock, was valued
at approximately $15.8 million.
The initial board of directors of JWGenesis is comprised of five
existing directors of JWCharles -- Messrs. Marshall T. Leeds, Joel E. Marks,
Wm. Dennis Ferguson, Gregg S. Glaser and Curtis R. Sykora -- along with four
new directors: Harvey R. Heller; Will K. Weinstein, co-founder and former
Chairman of Genesis; Philip C. Stapleton, co-founder and President of
Genesis; and Jeffrey H. Lehman, Executive Vice President and Director of
Corporate Finance of Genesis. Mr. Weinstein was named Vice Chairman of
the Company, and Messrs. Stapleton and Lehman were named Chief Operating
Officer and Executive Vice President of the Company, respectively. Mr.
Stapleton will also serve as President of JWGenesis Capital Markets LLC,
which will be the new name for Genesis.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements of Business Acquired
Certain of the financial statements of Genesis Merchant Group
Securities, LLC required to be reported as a result of the transaction
described in Item 2 have not been completed as of the date of this report,
and so the Company will file such all statements in their entirety in an
amendment to this report in accordance with Item 7(a)(4) of Form 8-K.
(b) Pro Forma Material Information
Certain of the pro forma financial statements required to be reported
as a result of the transaction described in Item 2 have not been completed
as of the date of this report, so the Company will file such all statements
in their entirety in an amendment to this report in accordance with Item
7(b) of Form 8-K.
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(c) Exhibits
The following exhibit is filed with this report:
2.1 Amended and Restated Agreement and Plan of Combination, dated as
of March 9, 1998 (incorporated by reference from the Company's Form S-4, as
amended, Commission File No. 333-47693).
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
JWGENESIS FINANCIAL CORP.
/s/ Joel E. Marks
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By: Executive Vice President and Chief
Financial Officer
June 29, 1998
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Date
