-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J4pAhQfSnYSEEyWD1T4zBOglJJPSXbNPa8LErB/GdJzFdpL7O6aEf8Y1uhSSFeH/ J7ire0X+FYZtisql3eHFGA== 0000950144-07-004617.txt : 20070510 0000950144-07-004617.hdr.sgml : 20070510 20070510163749 ACCESSION NUMBER: 0000950144-07-004617 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070508 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20070510 DATE AS OF CHANGE: 20070510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LADENBURG THALMANN FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001029730 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 650701248 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15799 FILM NUMBER: 07838433 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 5164701000 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: GBI CAPITAL MANAGEMENT CORP DATE OF NAME CHANGE: 19990826 FORMER COMPANY: FORMER CONFORMED NAME: FROST HANNA CAPITAL GROUP INC DATE OF NAME CHANGE: 19961227 8-K 1 g07368e8vk.htm LADENBURG THALMANN FINANCIAL SERVICES Ladenburg Thalmann Financial Services
 

 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)   May 8, 2007
 
LADENBURG THALMANN FINANCIAL SERVICES INC.
 
(Exact Name of Registrant as Specified in Charter)
         
Florida   1-15799   65-0701248
         
(State or Other Jurisdiction
of Incorporation) 		  (Commission File
Number) 		  (IRS Employer
Identification No.)
     
4400 Biscayne Boulevard, 12th Floor, Miami, Florida   33137
     
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code   (212) 409-2000
Not Applicable
 
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 1.01 Entry into a Material Definitive Agreement.
     On May 8, 2007, the Compensation Committee of the Board of Directors of Ladenburg Thalmann Financial Services Inc. (the “Company”) revised the Company’s compensation program for non-employee directors, which will become effective following the Company’s 2007 Annual Meeting of Stockholders. The new program provides as follows:
  •   Each non-employee director shall receive an annual fee of $20,000;
 
  •   Each member of the audit committee, compensation committee and nominating committee shall receive an additional annual fee of $10,000, $5,000 and $5,000, respectively, and the Chairman of the executive committee (if he is not an employee) shall receive an additional annual fee of $100,000;
 
  •   Each non-employee director shall receive a fee of $1,000 and $500 for each Board and committee meeting, respectively, such director participates in; and
 
  •   Each non-employee director shall receive an annual grant of a ten-year option under the Company’s Amended and Restated 1999 Performance Equity Plan to purchase 20,000 shares of the Company’s common stock at fair market value on the date of election or re-election.
All directors are reimbursed for their costs incurred in attending meetings of the Board of Directors or of the committees on which they serve. All cash compensation is paid quarterly.
     On May 9, 2007, the Audit Committee of the Company’s Board of Directors approved the Company paying the $125,000 filing fee payable to the Federal Trade Commission in connection with filings to be made by the Company and Dr. Phillip Frost, the Company’s Chairman of the Board and principal shareholder, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”). The filings would permit Dr. Frost and his affiliates to acquire additional voting securities of the Company upon expiration of the HSR waiting period.

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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.
Date: May 10, 2007
         
  LADENBURG THALMANN FINANCIAL SERVICES INC.
 		  
  By:   /s/ Diane Chillemi    
    Name:   Diane Chillemi   
    Title:   Vice President and Chief Financial Officer   
 

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