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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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June 18, 1997
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Date of Report (Date of Earliest Event Reported)
MAXCOR FINANCIAL GROUP INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-25056 59-3262958
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
Two World Trade Center
New York, New York
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(Address of Principal Executive Offices)
10048
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(Zip Code)
(212) 748-7000
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(Registrant's Telephone Number, Including Area Code)
Financial Services Acquisition Corporation
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(Former Name or Former Address, if Changed
Since Last Report)
The Exhibit Index is on Page 5
Page 1 of 8 Pages
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Item 5. Other Events
On June 18, 1997, Financial Services Acquisition Corporation
(the "Registrant") held its annual meeting of shareholders (the "Meeting"). At
the Meeting, shareholders approved an amendment to the Registrant's Restated
Certificate of Incorporation (the "Charter Amendment") changing the name of the
Registrant to "Maxcor Financial Group Inc." The Charter Amendment was filed
with the Secretary of State of Delaware, and became effective, on June 18,
1997. A copy of the Charter Amendment is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
At the Meeting, shareholders also re-elected two directors -
James W. Stevens and Frederick B. Whittemore - as Class I directors of the
Registrant, to serve terms expiring at the Registrant's third succeeding annual
meeting of stockholders.
In addition, shareholders at the Meeting ratified the
appointment of Price Waterhouse LLP as the Registrant's independent auditors
for the year ending December 31, 1997.
At the Meeting, 7,506,527 shares of the Registrant's common
stock, par value $.001 per share ("Common Stock"), were represented by proxy or
ballot, comprising approximately 83.9% of the 8,949,656 shares of Common Stock
outstanding at the close of business on April 24, 1997, the record date for the
Meeting. Specific voting results for each of the three proposals described
above were as follows:
1. Approval of the Charter Amendment:
For: 7,359,964
Against: 10,000
Abstain: 136,563
2. Election of Directors (each nominee):
For: 7,387,527
Withheld: 119,000
3. Ratification of Appointment of Independent Accountants:
For: 7,369,270
Against: 1,000
Abstain: 136,257
A press release of the Registrant, describing the results of
the Meeting, is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Page 2 of 8 Pages
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
3.1 Certificate of Amendment to the Registrant's Restated Certificate of
Incorporation.
99.1 Press Release, dated June 18, 1997.
Page 3 of 8 Pages
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SIGNATURE
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.
MAXCOR FINANCIAL GROUP INC.
By: /s/ Gilbert Scharf
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Name: Gilbert Scharf
Title: Chairman of the Board, President
and Chief Executive Officer
Date: June 18, 1997
Page 4 of 8 Pages
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EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
3.1 Certificate of Amendment to the Registrant's Restated 6
Certificate of Incorporation
99.1 Press Release, dated June 18, 1997 7
Page 5 of 8 Pages
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
THE RESTATED CERTIFICATE OF INCORPORATION
OF
FINANCIAL SERVICES ACQUISITION CORPORATION
FINANCIAL SERVICES ACQUISITION CORPORATION, a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), DOES HEREBY CERTIFY:
FIRST: That by a unanimous written consent of the Board of Directors
of the Corporation, resolutions were duly adopted setting forth a proposed
amendment of the Restated Certificate of Incorporation of the Corporation,
declaring said amendment to be advisable and directing that said amendment be
submitted to the stockholders of the Corporation for consideration thereof at
the 1997 Annual Meeting of Stockholders.
SECOND: That the proposed amendment to the Corporation's Restated
Certificate of Incorporation is as follows:
Article FIRST of the Corporation's Restated Certificate of
Incorporation is hereby amended to read in its entirety as follows:
"FIRST: The name of the Corporation is Maxcor Financial Group Inc."
THIRD: That, pursuant to resolutions of its Board of Directors, the
1997 Annual Meeting of the Stockholders of the Corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware, at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
FOURTH: That said amendment has been duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the undersigned have signed this Certificate and
affirm, under penalty of perjury, that this Certificate is the act and deed of
the Corporation and the facts stated herein are true.
Date: June 18, 1997 /s/ Gilbert Scharf
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Gilbert Scharf,
Chairman of the Board, Chief Executive
Officer and President
Attest:
/s/ Roger Schwed
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Roger Schwed,
Assistant Secretary
Page 6 of 8 Pages
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Exhibit 99.1
DATE: June 18, 1997
FROM: FOR:
Andrew Edson & Associates, Inc. Financial Services Acquisition Corporation
79 Madison Avenue, 3rd floor 2 World Trade Center, 84th Floor
New York, N.Y. 10016 New York, N.Y. 10048
(212) 213-7636 (212) 748-7000
Andrew S. Edson Gilbert Scharf
FOR IMMEDIATE RELEASE
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FINANCIAL SERVICES ACQUISITION CORPORATION
CHANGES CORPORATE NAME TO
MAXCOR FINANCIAL GROUP INC.
Elects 2 Directors at Annual Meeting
NEW YORK, June 18 -- Shareholders at the annual meeting of Financial
Services Acquisition Corporation (NASDAQ -- FSAT) held here today have elected
to change the Company name to Maxcor Financial Group Inc., effective
immediately.
"Our new name emphasizes financial strength and maximizing the service
we provide to our customers," explained Gilbert D. Scharf, chairman, president
and chief executive officer. "The name Maxcor is already known to many of our
clients by virtue of our registered broker-dealer subsidiary having operated
for the past decade under the name Euro Brokers Maxcor Inc. Additionally, our
municipal securities business, which we started a year ago, has traded under
the Maxcor name. Going forward, we intend to structure our operations so that
all inter-dealer brokerage activities are conducted within Euro Brokers
subsidiaries or affiliates and all other financial services activities, such as
asset management, information and pricing services and principal capital
markets business, are identified with the Maxcor name."
The common stock of the Company, which currently is traded on the
Nasdaq National Market System under the symbol FSAT, is expected to begin
trading on the Nasdaq National Market System under the symbol MAXF by the open
of business tomorrow. The new Cusip number for the common stock will be 577772G
10 0. Further, the Nasdaq trading symbols for the Company's series A and series
B warrants will become MAXFW (new Cusip number 57772G 11 8) and MAXFZ (new
Cusip number 57772G 12 6), respectively.
Also at the annual meeting, two current directors of the Company --
James W. Stevens and Frederick B. Whittemore -- were re-elected to the
Company's eight-member board. Their term of office as Class I directors will
expire in three years.
(more)
Page 7 of 8 Pages
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Maxcor - Add 1
Mr. Stevens, 60, has been a director of the Company since the Euro
Brokers' acquisition in August 1996. From 1987 through 1994, Mr. Stevens held
various senior positions at The Prudential Insurance Company of America,
including serving on its operating council and as chairman and chief executive
officer of the Prudential Asset Management Group. Previously, he was a managing
director of Dillon Read & Co. Inc., chairman of Citicorp Venture Capital Ltd.
and group executive of Citicorp's Capital Markets Group.
Mr. Whittemore, 65, has been a director of the Company since its
inception in 1994. Since 1989, Mr. Whittemore has been an advisory director at
Morgan Stanley & Co. and chairman of several of its mutual funds. He started at
the investment bank in 1958, was named a partner in 1967 and a managing
director from 1970 to 1988. He has also been a member of the Council of Foreign
Relations since 1983 and was chairman of the board of the Amos Tuck School of
Business Administration at Dartmouth College from 1988 to 1992. Mr. Whittemore
is also a former governor and vice chairman of the American Stock Exchange.
In another related matter, shareholders at the annual meeting ratified
the appointment of Price Waterhouse LLP as the Company's independent auditor
for the year ending Dec. 31, 1997.
Maxcor Financial Group Inc. is a financial services holding company
providing services in a broad range of financial markets and financial
instruments. Through its Euro Brokers subsidiaries, it is a leading domestic
and international inter-dealer brokerage firm specializing in emerging market
products, money market instruments, derivatives, natural gas and electricity,
repurchase agreements and fixed income securities. Operating from offices in
New York, London, Tokyo, Toronto, Sydney and Mexico City, the Company employs
more than 700 professionals who serve a wide range of multinational banks,
securities dealers and other financial institutions.
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Page 8 of 8 Pages
