TITANIUM ASSET MANAGEMENT CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-10-23: Form 8-K; Period of report 2013-10-21; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2013-10-11: Form 8-K; Period of report 2013-10-10; Description 8.01 Other Events; Details 8.01.
- 2013-09-12: Form 8-K; Period of report 2013-09-12; Description 8.01 Other Events; Details 8.01.
- 2013-09-10: Form 8-K; Period of report 2013-09-09; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-10-23 | 8-K | 2013-10-21 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 Pursuant to the Agreement and Plan of Merger, dated as of September 9, 2013, by and among TAMCO Holdings, LLC, a Delaware limited liability company (“Parent”), TAMCO Acquisition, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Purchaser”) and Titanium Asset Management Corp., a Delaware corporation (the “Company”), (the “Merger Agreement”), Purchaser commenced the tender offer to acquire all of the Company’s common stock, par value $0.0001 per share (the “Shares”), in exchange for $1.08 per Share, net to the seller in cash, without interest and less any required withholding taxes (the “Offer Price”), subject to the terms and conditions set forth in the offer to purchase, dated September 12, 2013 and the related letter of transmittal (together, with the offer to purchase, the “Offer”). 3.02 The disclosure set forth under Item 2.01 above is incorporated herein by reference. 3.03 Effective as of the Effective Time, Purchaser acquired all of the outstanding Shares not otherwise tendered and accepted pursuant to the Offer by effecting the Merger. 5.02 In connection with the Merger and pursuant to the terms of the Merger Agreement, at the Effective Time, Lloyd Dickinson, Patricia Jamieson and T. Raymond Suplee resigned from the Company’s Board of Directors (the “Board”). 5.03 In connection with the Merger and pursuant to the terms of the Merger Agreement, at the Effective Time, the Amended and Restated Certificate of Incorporation of the Company was amended and restated in its entirety (as amended and restated, the “Certificate of Incorporation”) and the By-laws of the Company were amended and restated in their entirety (as amended and restated, the “By-laws”). 8.01 On October 21, 2013, in connection with the Merger, the Company notified the AIM, a market operated by the London Stock Exchange (“AIM”), of its intent to cancel the admission of the Shares, from listing on AIM. | v357977_8k.htm |
| 2013-10-11 | 8-K | 2013-10-10 | 8.01 Other Events | 8.01 On October 10, 2013, Titanium Asset Management Corp., a Delaware corporation (the “Company”), and TAMCO Holdings, LLC, a Delaware limited liability company (“Parent”), issued a joint press release announcing the satisfaction and waiver of certain conditions relating to the tender offer by TAMCO Acquisition, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Purchaser”), to purchase all of the shares of the Company’s common stock not presently owned by Parent or Purchaser (the “Tender Offer”) and announcing the extension of the Tender Offer. | v357148_8k.htm |
| 2013-09-12 | 8-K | 2013-09-12 | 8.01 Other Events | 8.01 On September 12, 2013, Titanium Asset Management Corp., a Delaware corporation (the “Company”) and TAMCO Holdings, LLC, a Delaware limited liability company (“Parent”), issued a joint press release announcing the commencement of a tender offer by TAMCO Acquisition, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Purchaser”), to purchase all of the shares of the Company’s common stock not presently owned by Parent or Purchaser. | v354914_8k.htm |
| 2013-09-10 | 8-K | 2013-09-09 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | v354633_8k.htm |
| 2013-08-13 | 8-K | 2013-08-13 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is Titanium Asset Management Corp.’s press release to the AIM, a market operated by the London Stock Exchange, dated August 13, 2013, announcing its financial results for the quarter ended June 30, 2013. | v352816_8k.htm |
| 2013-05-01 | 8-K | 2013-05-01 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is Titanium Asset Management Corp.’s press release to the AIM, a market operated by the London Stock Exchange, dated May 1, 2013, announcing its financial results for the quarter ended March 31, 2013. | v343433_8k.htm |
| 2013-04-22 | 8-K | 2013-04-22 | 7.01 Regulation FD Disclosure | 7.01 On April 22, 2013, Titanium Asset Management Corp. (the “Company”) issued a press release announcing that it has received a nonbinding proposal to acquire outstanding shares of the Company for a cash price of $1.00 per share (the “Press Release”). | v342104_8k.htm |
| 2013-03-12 | 8-K | 2013-03-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective as of March 11, 2013, Mr. Ron Braverman has resigned as director of the Company for personal reasons. | v337845_8k.htm |
| 2013-03-07 | 8-K | 2013-03-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.02 On March 4, 2013, the board of directors of the Company appointed Mr. Lloyd Dickinson and Ms. Patricia Jamieson as independent directors. 5.03 On March 4, 2013, the Company’s board of directors approved amendments to the Company’s By-Laws that eliminated the special provisions for director representation contained in Article III of the By-Laws that were applicable while Clal Finance Ltd. held more than 35% of the Company’s common stock. | v337125_8k.htm |
| 2012-12-21 | 8-K | 2012-12-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective as of December 19, 2012, the board of directors of Titanium Asset Management Corp. (the “Company”) has appointed Robert Brooks as Chairman of the Board of Directors and Brian Gevry the Chief Executive Officer of the Company. | v330794_8k.htm |
| 2012-12-20 | 8-K | 2012-12-18 | 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.01 On December 18, 2012, TAMCO Holdings, LLC (“TAMCO”), an entity principally owned and controlled by the senior management of Titanium Asset Management (the “Company”), including Robert Brooks and Brian Gevry who are directors of the Company, acquired all 10,585,400 shares of common stock held by Clal Finance Ltd. (“Clal”) for $18,500,000, pursuant to a securities purchase agreement. 5.02 Immediately prior to the execution of the securities purchase agreement on December 18, 2012 and pursuant to the above-referenced provisions of the Company’s certificate of incorporation, Clal removed Yoram Naveh, Avigdor Kaplan, Shy Talmon, Emmanuel Gill and Hanna David as members of the Board. | v330638_8k.htm |
| 2012-11-06 | 8-K | 2012-11-06 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is Titanium Asset Management Corp.’s press release to the AIM, a market operated by the London Stock Exchange, dated November 6, 2012, announcing its financial results for the quarter ended September 30, 2012. | v327561_8k.htm |
| 2012-09-26 | 8-K | 2012-09-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Pursuant to the terms of our certificate of incorporation, for so long as Clal Finance Ltd. (“Clal”) or any affiliate of Clal owns of record at least 35% of our then-issued and outstanding common stock, Clal may elect (and remove and replace) up to six directors on our Board of Directors. | v324444_8k.htm |
| 2012-08-06 | 8-K | 2012-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is Titanium Asset Management Corp.’s press release to the AIM, a market operated by the London Stock Exchange, dated August 6, 2012, announcing its financial results for the quarter ended June 30, 2012. | v320454_8k.htm |
| 2012-06-20 | 8-K | 2012-06-18 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The company’s 2012 Annual Meeting of Shareholders was held on June 18, 2012. | v316372_8k.htm |
| 2012-05-08 | 8-K | 2012-05-08 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is Titanium Asset Management Corp.’s press release to the AIM, a market operated by the London Stock Exchange, dated May 8, 2012, announcing its financial results for the quarter ended March 31, 2012. | v312296_8k.htm |
| 2012-03-02 | 8-K | 2012-03-02 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is Titanium Asset Management Corp.’s press release to the AIM, a market operated by the London Stock Exchange, dated March 2, 2011, announcing its financial results for the quarter and year ended December 31, 2011. | v304507_8k.htm |
| 2011-12-23 | 8-K | 2011-12-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The Board of Directors of Titanium Asset Management Corp. elected Yoram Naveh as Chairman of the Board, effective December 19, 2011. | v243944_8k.htm |
| 2011-11-15 | 8-K | 2011-11-15 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is Titanium Asset Management Corp.’s press release to the AIM, a market operated by the London Stock Exchange, dated November 15, 2011, announcing its financial results for the quarter ended September 30, 2011. | v240603_8k.htm |
| 2011-08-16 | 8-K | 2011-08-15 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is Titanium Asset Management Corp.’s press release to the AIM, a market operated by the London Stock Exchange, dated August 15, 2011, announcing its financial results for the quarter ended June 30, 2011. | v232448_8k.htm |
| 2011-08-09 | 8-K | 2011-08-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The board of directors of Titanium Asset Management Corp. (the “Company”) has determined to have a single Chairman of the Board of Directors instead of having Co-Chairmen of the Board. | v231362_8k.htm |
| 2011-03-18 | 8-K | 2011-03-18 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is Titanium Asset Management Corp.’s press release to the AIM, a market operated by the London Stock Exchange, dated March 18, 2011, announcing its financial results for the quarter and fiscal year ended December 31, 2010. | v215299_8k.htm |
| 2010-12-30 | 8-K | 2010-12-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 On December 28, 2010, Titanium Asset Management Corp. executed an amendment to the membership interest purchase agreement pursuant to which it acquired 100% of the membership interests of Boyd Watterson Asset Management, LLC (BWAM). | v206903_8k.htm |
| 2010-11-16 | 8-K | 2010-11-16 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is Titanium Asset Management Corp.’s press release to the AIM, a market operated by the London Stock Exchange, dated November 16, 2010, announcing its financial results for the quarter ended September 30, 2010. | v202806_8k.htm |
| 2010-08-13 | 8-K | 2010-08-13 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is Titanium Asset Management Corp.’s press release to the AIM, a market operated by the London Stock Exchange, dated August 12, 2010, announcing its financial results for the quarter ended June 30, 2010. | v193436_8k.htm |
| 2010-06-04 | 8-K | 2010-05-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 28, 2010, the Board of Directors for Titanium Asset Management Corp. (the “Company”) approved a slate of ten director nominees for election at the 2010 annual meeting of stockholders (the “Annual Meeting”). | c02111e8vk.htm |
| 2010-05-21 | 8-K | 2010-05-18 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 Effective as of May 18, 2010, our Audit Committee approved the dismissal of Cherry, Bekaert & Holland, L.L.P. (referred to as CBH) as our independent registered public accounting firm. | c01396e8vk.htm |
| 2010-05-14 | 8-K | 2010-05-14 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is Titanium Asset Management Corp.’s press release to the AIM, a market operated by the London Stock Exchange, dated May 14, 2010, announcing its financial results for the quarter ended March 31, 2010. | c01094e8vk.htm |
| 2010-04-13 | 8-K | 2010-04-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 9, 2010, John Fisher resigned as a director of Titanium Asset Management Corp. (the “Company”). | c99155e8vk.htm |
| 2010-04-01 | 8-K | 2010-03-31 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is Titanium Asset Management Corp.’s press release to the AIM, a market operated by the London Stock Exchange, dated March 31, 2010, announcing its financial results for the year ended December 31, 2009. | c98699e8vk.htm |
| 2010-03-24 | 8-K | 2010-03-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective March 18, 2010, Titanium Asset Management Corp. (the “Company”) and Nigel Wightman entered into a Compromise Agreement in connection with Mr. Wightman’s departure from the Company. | c98305e8vk.htm |
| 2010-02-12 | 8-K | 2010-02-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 8, 2010, the Board of Directors of Titanium Asset Management Corp. (the “Company”), announced that it has named Robert Brooks, age 55, as Chief Executive Officer, effective immediately, and has appointed him as a director. | c96174e8vk.htm |
| 2010-01-12 | 8-K | 2010-01-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 10, 2010, Yehoshua (Shuky) Abramovich resigned from the Board of Directors of Titanium Asset Management Corp. (the “Company”). | c94588e8vk.htm |
| 2009-12-16 | 8-K | 2009-12-15 | 8.01 Other Events | 8.01 On December 15, 2009, Titanium Asset Management Corp. posted information on its website (www.ti-am.com) regarding its preliminary assets under management. | c93733e8vk.htm |
| 2009-12-11 | 8-K | 2009-12-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Pursuant to the terms of our certificate of incorporation and our bylaws, for so long as Clal Finance Ltd. (“Clal”) or any affiliate of Clal owns at least 35% of the then-issued and outstanding common stock of Titanium Asset Management Corp. (the “Company”), Clal has the exclusive right at any time to vote as a separate class and elect up to six individuals to serve on the Company’s Board of Directors. | c93602e8vk.htm |
| 2009-11-20 | 8-K | 2009-11-19 | 8.01 Other Events | 8.01 On November 19, 2009, 2009, Titanium Asset Management Corp. posted information on its website (www.ti-am.com) regarding its preliminary assets under management. | y80687e8vk.htm |
| 2009-11-05 | 8-K | 2009-11-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Pursuant to the terms of our certificate of incorporation and our bylaws, for so long as Clal Finance Ltd. (“Clal”) or any affiliate of Clal owns at least 35% of the then-issued and outstanding common stock of Titanium Asset Management Corp. (the “Company”), Clal has the exclusive right at any time to vote as a separate class and elect up to six individuals to serve on the Company’s Board of Directors. | y80224e8vk.htm |
| 2009-10-15 | 8-K | 2009-10-14 | 8.01 Other Events | 8.01 On October 14, 2009, Titanium Asset Management Corp. posted information on its website (www.ti-am.com) regarding its preliminary assets under management. | y79763e8vk.htm |
| 2009-09-16 | 8-K | 2009-09-16 | 8.01 Other Events | 8.01 On September 16, 2009, Titanium Asset Management Corp. issued a press release announcing its preliminary assets under management as of August 31, 2009. | y79287e8vk.htm |
| 2009-09-03 | 8-K | 2009-09-01 | 8.01 Other Events | 8.01 On September 1, 2009, Titanium Asset Management Corp. issued a press release announcing its preliminary assets under management for the month ended July 31, 2009. | y79138e8vk.htm |
| 2009-07-02 | 8-K | 2009-07-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Pursuant to the terms of our certificate of incorporation, for so long as Clal Finance Ltd. (“Clal”) or any affiliate of Clal owns at least 35% of the then-issued and outstanding common stock of Titanium Asset Management Corp. (the “Company”), Clal shall have the exclusive right at any time to vote as a separate class and elect up to six individuals to serve on the Company’s Board of Directors. | y78077e8vk.htm |
| 2009-03-13 | 8-K/A | 2008-12-31 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 This Form 8-K/A amends the Current Report on Form 8-K dated December 31, 2008 of Titanium Asset Management Corp. (“Titanium”) reporting the completion of its acquisition of Boyd Watterson Asset Management, LLC (“Boyd”). | y75309e8vkza.htm |
| 2009-03-12 | 8-K | 2009-03-11 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is Titanium Asset Management Corp.’s press release to the AIM, a market operated by the London Stock Exchange, dated March 12, 2009, announcing its financial results for the year ended December 31, 2008. | y75308e8vk.htm |
| 2009-01-05 | 8-K | 2008-12-31 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities | 2.01 On December 31, 2008, Titanium Asset Management Corp. (the “Company”) closed the previously announced acquisition of the membership interests of Boyd Watterson Asset Management, LLC, an Ohio limited liability company (“Boyd”), pursuant to the Membership Interest Purchase Agreement, dated as of November 7, 2008 (the “Agreement”), by and among BWAM Holdings, LLC, Boyd, and the common members and, for limited purposes, the preferred members of BWAM Holdings, LLC. 3.02 The information set forth under Item 2.01 is incorporated by reference into this Item 3.02. | y73600e8vk.htm |
| 2008-11-12 | 8-K | 2008-11-07 | 1.01 Entry into a Material Definitive Agreement | y72594e8vk.htm | |
| 2008-10-31 | 8-K | 2008-10-29 | 2.06 Material Impairments; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | y72278e8vk.htm |