UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 13, 2008
LADENBURG THALMANN FINANCIAL SERVICES INC.
(Exact Name of Registrant as Specified in Charter)
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| Florida
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1-15799
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65-0701248 |
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| (State or Other Jurisdiction
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(Commission File
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(IRS Employer |
| of Incorporation)
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Number)
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Identification No.) |
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| 4400 Biscayne Boulevard, 12th Floor, Miami, Florida
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33137 |
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| (Address of Principal Executive Offices)
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(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))
Introductory Note
Ladenburg Thalmann Financial Services Inc. (“LTFS”) previously filed a Current Report on Form 8-K
dated August 13, 2008 (the “Current Report”) and filed on August 14, 2008 with the Securities and
Exchange Commission to report the acquisition of Triad Advisors, Inc. by way of merger. The
purpose of this amendment to the Current Report is to include the financial statements required
under Item 9.01.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited consolidated statement of financial condition of Triad Advisors, Inc. and subsidiaries
(collectively, “Triad”) at December 31, 2007 and the
audited consolidated statement of operations,
statement of changes in shareholders’ equity and statement of cash flows of Triad for the year ended
December 31, 2007 are attached hereto as Exhibit 99.1 and are incorporated in their entirety herein
by reference.
The condensed consolidated statements of financial condition of Triad at June 30, 2008 (unaudited)
and December 31, 2007 and the unaudited condensed consolidated statements of operations
of Triad for the three months and six months ended June 30,
2008 and 2007
and
statements of cash flows of Triad for the six months ended June 30, 2008 and 2007 are attached
hereto as Exhibit 99.2 and are incorporated in their entirety herein by reference.
(b) Pro
forma financial information.
The
unaudited pro forma combined condensed balance sheet of LTFS and Triad at June 30, 2008 and
the unaudited pro forma combined condensed statement of operations of LTFS and Triad for the
six months ended June 30, 2008 and the unaudited pro forma
combined condensed statement of operations of LTFS,
Triad and Investacorp, Inc. and related companies for the year ended December 31, 2007 are attached hereto as
Exhibit 99.3 and are incorporated in their entirety herein by reference.
(d) Exhibits
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Description |
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23.1
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Consent of Tauber & Balser, P.C. |
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99.1
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Audited consolidated statements of financial condition of Triad at December 31, 2007 and the
audited consolidated statement of operations, statement of changes in shareholders’ equity and statement
of cash flows of Triad for the year ended December 31, 2007 |
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99.2
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Condensed consolidated statements
of financial condition of Triad at June 30, 2008
(unaudited) and December 31, 2007 and the unaudited condensed consolidated
statements of operations of Triad for the three months and six months ended June 30,
2008 and 2007 and statements of cash flows of Triad for the six months ended June 30,
2008 and 2007 |
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99.3
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Unaudited pro forma combined condensed balance sheet of LTFS and Triad at June 30, 2008
and the unaudited pro forma combined condensed statement of operations of LTFS and Triad
for the six months ended June 30, 2008 and the unaudited pro
forma combined condensed statement of operations of
LTFS, Triad and Investacorp, Inc. and related companies for the year ended December 31, 2007 |