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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 25, 1998 (Date of earliest event reported)
CYGNET FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-24747 86-0917503
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2525 East Camelback Road, Suite 1150, Phoenix, AZ 85016
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (602) 522-3100
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On September 25, 1998, Ugly Duckling Corporation and Cygnet Financial
Corporation terminated the Rights Offering described in Cygnet's Prospectus
dated August 26, 1998. The Rights Offering was terminated primarily due to lack
of market acceptance resulting in an inadequate level of subscriptions necessary
to meet certain minimum requirements for Nasdaq listing of Cygnet's Common
Stock. As a result, the Split-up described in Ugly Duckling's Proxy Statement
dated August 24, 1998 will not occur on September 30, 1998, if at all.
On September 28, 1998, Ugly Duckling and Cygnet issued a press release
relating to the termination of the Rights Offering. A copy of the press release
is filed herewith as Exhibit 99.2 and is hereby incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
4.1 Right to Rescind described in Item 5. above*
99.1 Press Release dated September 17, 1998*
99.2 Press Release dated September 28, 1998
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* Previously filed
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.
CYGNET FINANCIAL CORPORATION
(Registrant)
Date September 28, 1998 By
---------------------------
(Signature)
Steven P. Johnson
Senior Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
4.1 Right to Rescind described in Item 5*
99.1 Press Release dated September 17, 1998*
99.2 Press Release dated September 28, 1998
</TABLE>
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* previously filed
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Exhibit 99.2
CONTACTS: Steven T. Darak
Senior Vice President and Chief Financial Officer
Ugly Duckling Corporation
(602) 852-6600
Judith A. Boyle
Associate General Counsel
Cygnet Financial Corporation
(602) 522-3116
Lori Parks/Eugene Heller
Silverman Heller Associates
(310) 208-2550
FOR IMMEDIATE RELEASE
UGLY DUCKLING CORPORATION AND CYGNET FINANCIAL
CORPORATION TERMINATE RIGHTS OFFERING
PHOENIX, Arizona (September 28, 1998) - Ugly Duckling Corporation (Nasdaq NM:
UGLY) and Cygnet Financial Corporation (Nasdaq NM: CGNTR) today announced they
have terminated the sale of Cygnet common stock in a rights offering to Ugly
Duckling's stockholders. The decision was primarily based on the lack of a
sufficient number of investors for Cygnet to meet Nasdaq requirements. The
Company is continuing to explore alternatives for separating its dealership and
non-dealership operations. In the meantime, Cygnet will remain a wholly owned
subsidiary of Ugly Duckling.
Stockholders who participated in the rights offering will receive a full
refund of their subscription payment. For information about this refund, please
contact Corporate Investor Communications, Inc., the designated information
agent, at 1-888-673-4478.
The termination of the rights offering does not affect the exchange offer
announced by Ugly Duckling on September 17, which enables stockholders to
exchange shares in Ugly Duckling for 12%, five-year subordinated debentures.
Under the terms of that offer, each share
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Ugly Duckling Corporation and Cygnet Financial Corporation Terminate Rights
Offering
September 28, 1998
Page 2.
of common stock can be exchanged for $6.50 principal amount of debentures. The
expiration date of the exchange offer is October 19, 1998.
Headquartered in Phoenix, Arizona, Ugly Duckling Corporation is a used car
sales and finance company that operates the nation's largest chain of used car
dealerships focused exclusively on the sub-prime market. The Company
underwrites, finances and services sub-prime contracts generated at its 51 Ugly
Duckling dealerships. Cygnet Financial Corporation engages in the business of
providing various financial services primarily to the sub-prime segment of the
automobile financing industry.
*****
This press release may include statements that constitute forward-looking
statements, usually containing the words "believe," "estimate," project,"
"expects" or similar expressions. These statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements inherently involve risks and uncertainties that could
cause actual results to differ materially from the forward-looking statements.
By making these forward-looking statements. Ugly Duckling Corporation undertakes
no obligation to update these statements for revisions or changes after the date
of this press release. Factors that could cause or contribute to such
differences include, but are not limited to, factors detailed in this press
release and in the sections entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Risk Factors," "Factors That
May Affect Future Results and Financial Condition" and "Factors That May Affect
Future Stock Performance" in Ugly Duckling Corporation's most recent reports on
Form 10-K and Form 10-Q (including Exhibit 99 to any such Form 10-Q), factors
detailed in the section "Risk Factors" in Ugly Duckling Corporation's definitive
proxy statement dated August 4, 1998, and elsewhere in Ugly Duckling
Corporation's Securities and Exchange Commission filings.
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