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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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August 21, 1997
Date of Report (Date of earliest event reported)
MAXCOR FINANCIAL GROUP INC.
(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
Delaware 0-25056 59-3262958
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
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Two World Trade Center
84th Floor
New York, New York 10048
(Address of Principal Executive Office)
(212) 748-7000
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report
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The Exhibit Index is on Page 4
Page 1 of 5 Pages
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Item 5. Other Events.
By press release dated August 21, 1997, the Registrant announced that
its Board of Directors has approved the commencement, as soon as practicable, of
an exchange offer on the basis of 0.1667 of a share of its Common Stock for each
and every outstanding Warrant of the Registrant. Accordingly, the Registrant
will issue one whole share of Common Stock in exchange for every six Warrants
tendered and accepted in the exchange offer (with cash paid in lieu of
fractional shares of Common Stock). The exchange offer will be applicable on the
same terms to both series of the Registrant's outstanding warrants, which are
respectively traded on the Nasdaq National Market under the symbols "MAXF" and
"MAXFZ." The Board of the Registrant also established a minimum tender condition
such that the Registrant will not be obligated to proceed with the exchange
offer, or can terminate or amend it, if there is not validly tendered and not
withdrawn prior to the offer's expiration date a minimum of 95% of the aggregate
outstanding Warrants. The offer will also be subject to other customary
conditions.
The press release of Registrant is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
On August 27, 1997, the Registrant filed with the Securities and
Exchange Commission, for its review and comment, a Registration Statement on
Form S-4 containing a preliminary form of prospectus relating to the exchange
offer. The exchange offer will only commence, however, upon the Securities and
Exchange Commission's declaration of effectiveness of the exchange offer
prospectus and the distribution to Warrant holders of such prospectus and other
definitive exchange offer documents, and the exchange offer will only be made by
means of, and on the basis of the terms set forth in, the definitive prospectus.
Item 7. Financial Statements, Pro forma
Financial Information and Exhibits
(c) Exhibits.
99.1 Press Release, dated August 21, 1997.
Page 2 of 5 Pages
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SIGNATURES
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.
August 27, 1997 MAXCOR FINANCIAL GROUP INC.
By: /s/ Gilbert D. Scharf
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Gilbert D. Scharf
Chairman, President and Chief
Executive Officer
Page 3 of 5 Pages
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EXHIBIT INDEX
Exhibit No. Description Page
99.1 Press Release, dated August 21, 1997. 5
Page 4 of 5 Pages
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Maxcor Financial Group Inc.
Two World Trade Center, 84th Floor
New York, New York 10048
(212) 748-7000, Gilbert Scharf, Chairman
MAXCOR FINANCIAL GROUP INC.
ANNOUNCES COMMON FOR WARRANT EXCHANGE OFFER
NEW YORK August 21, 1997 - Maxcor Financial Group Inc. (NASDAQ: MAXF)
announced today that its Board of Directors has approved the commencement, as
soon as practicable, of an exchange offer on the basis of 0.1667 of a share of
its Common Stock for each and every Warrant of Maxcor Financial outstanding.
Accordingly, the Company will issue one whole share of Common Stock in exchange
for every six Warrants tendered and accepted in the exchange offer (with cash
paid in lieu of fractional shares of Common Stock). The exchange offer will be
applicable on the same terms to both series of the Company's outstanding
warrants, which are respectively traded on the Nasdaq National Market under the
symbols "MAXFW" and "MAXFZ."
The Board also established a minimum tender condition such that the
Company will not be obligated to proceed with the exchange offer, or can
terminate or amend it, if there is not validly tendered and not withdrawn prior
to the offer's expiration date a minimum of 95% of the aggregate outstanding
Warrants. The offer will also be subject to other customary conditions.
The exchange offer will commence upon the Securities and Exchange
Commission's declaration of effectiveness of the exchange offer prospectus and
the distribution to Warrant holders of such prospectus and other definitive
exchange offer documents. The exchange offer will only be made by means of, and
on the basis of the terms set forth in, the definitive prospectus. The Company
intends to file a registration statement, containing a preliminary form of
prospectus, with the Commission no later than next week.
Page 5 of 5 Pages
