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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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May 15, 2000
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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 Number) (I.R.S. Employer
of Incorporation) 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)
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(Former Name or Former Address, if Changed
Since Last Report)
The Exhibit Index is on Page 4
Page 1 of 6 Pages
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Item 5. Other Events
On May 15, 2000, Registrant issued a press release announcing
that its Board of Directors had authorized the repurchase of up to 10% of the
Registrant's outstanding common stock, or 833,744 shares. Pursuant to the
authorization, purchases will be made from time to time as market and business
conditions warrant, in open market, negotiated or block transactions. All
purchases are subject to the availability of shares at prices which are
acceptable to Registrant and, accordingly, there is no guarantee as to the
timing or number of shares to be repurchased.
Registrant currently has 8,337,437 shares outstanding and
holds 3,054,832 shares in treasury. Shares repurchased under the repurchase
program are also expected to be held in treasury. In June 1999, Registrant
repurchased 2,986,345 shares, representing about 26% of its then outstanding
common stock, in a single, negotiated transaction at a price of $1.75 per share.
Repurchases are anticipated to be funded using cash from
operations and borrowings under an existing credit facility. Registrant intends
to make any open market repurchases under the program in compliance with the
"safe harbor" provisions of the Securities and Exchange Commission's Rule
10b-18, which specifies certain timing, price, manner and volume conditions for
such purchases.
Registrant's press release announcing and describing the stock
repurchase program is attached hereto as Exhibit 99.1 and is hereby incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
99.1 Press Release, dated May 15, 2000.
Page 2 of 6 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: May 17, 2000
Page 3 of 6 Pages
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EXHIBIT INDEX
Exhibit No. Description Page No.
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99.1 Press Release, dated May 15, 2000 5
Page 4 of 6 Pages
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Exhibit 99.1
FOR IMMEDIATE RELEASE [LOGO]
MAXCOR FINANCIAL GROUP INC.
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ANNOUNCES STOCK REPURCHASE PROGRAM
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NEW YORK, May 15, 2000 - Maxcor Financial Group Inc. (Nasdaq: MAXF)
announced today that its Board of Directors has authorized the repurchase of up
to 10% of its outstanding common stock, or 833,744 shares. Purchases will be
made from time to time as market and business conditions warrant, in open
market, negotiated or block transactions. All purchases are subject to the
availability of shares at prices which are acceptable to the Company, and,
accordingly, there is no guarantee as to the timing or number of shares to be
repurchased. Repurchases are anticipated to be funded using cash from operations
and borrowings under the Company's existing credit facility.
"Recent market conditions and price levels for our common stock have
created an attractive opportunity to repurchase our shares," stated Gil Scharf,
Chairman and Chief Executive Officer of Maxcor. "We believe our stock is
undervalued by the market place. This repurchase program will give us the
flexibility to repurchase our shares as and when market conditions and cash
flows warrant it."
The Company repurchased 2,986,345 shares, representing about 26% of
its then outstanding common stock, in June 1999 in a single, negotiated
transaction, at a price of $1.75 per share. The Company currently has 8,337,437
shares outstanding and holds 3,054,832 shares in treasury. Shares repurchased
under the repurchase program announced today are also expected to be held in
treasury. The Company intends to make any open market repurchases in compliance
with the "safe harbor" provisions of the Securities and Exchange Commission's
Rule 10b-18, which specifies certain timing, price, manner and volume parameters
for such purchases.
Maxcor Financial Group Inc. (www.maxf.com), through its various Euro
Brokers entities, is a leading domestic and international inter-dealer brokerage
firm specializing in interest rate and currency derivatives, emerging market
debt products, cash deposits and other money market instruments, repurchase
agreements, corporate bonds and other fixed income securities, and certain
energy products (including electricity, physical emissions and coal). Maxcor
Financial Inc. is the Company's U.S. registered broker-dealer subsidiary, and
Maxcor Financial Asset Management Inc. is the Company's SEC registered
investment adviser subsidiary. The Company employs approximately 600 persons and
maintains principal offices in New York, London, and Tokyo, with other offices
in Stamford (CT), York (PA), Vancouver (WA), Geneva, Toronto and Mexico City.
Contact: Maxcor Financial Group Inc., New York
Investor Relations: Roger Schwed, (212) 748-7000
Page 5 of 6 Pages
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This release contains certain "forward-looking" statements made pursuant to the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. Wherever possible, the Company has identified these forward-looking
statements by words such as "believes," "anticipates," "expects," "intends" and
similar phrases. Such forward-looking statements, which describe the Company's
current beliefs concerning future business conditions and the outlook for the
Company, are subject to significant uncertainties, many of which are beyond the
control of the Company. Actual results or performance could differ materially
from that expected by the Company. Uncertainties include factors such as market
and economic conditions, the success of technology development and deployment,
the status of relationships with employees, customers and clearing firms,
possible third-party litigations or other unanticipated contingencies, the
actions of competitors, and government regulatory changes. Reference is made to
the "Cautionary Statements" section of the Company's 1999 Annual Report on Form
10-K and to the Company's subsequent filings with the Securities and Exchange
Commission for a fuller description of these and additional uncertainties. The
forward-looking statements made herein are only made as of the date of this
press release, and the Company undertakes no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.
Page 6 of 6 Pages
