form8k.htm
UNITED
STATES
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):
June
30, 2008
___________
BROADPOINT
SECURITIES GROUP, INC.
(Exact
name of registrant as specified in its charter)
___________
New
York
(State
or other jurisdiction of incorporation)
0-14140
(Commission
File Number)
22-2655804
(IRS
Employer Identification No.)
One
Penn Plaza
New
York, New York
(Address
of Principal Executive Offices)
10119
(Zip
Code)
(212) 273-7100
(Registrant’s
telephone number, including area code)
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry
into Material Definitive Agreement.
On
June 30, 2008, the Executive Compensation Committee of the Board of Directors of
Broadpoint Securities Group, Inc. (the “Company”) approved and recommended to
the Board, and the Board approved, grants of Restricted Stock Units (“RSUs”) to
two executive officers pursuant to their respective employment agreements
previously entered into by and between the Company and each of the
executives. The grants were made pursuant to the terms of restricted
stock unit agreements (the “Restricted Stock Unit Agreements”), also as approved
by the Executive Compensation Committee and the Board and as described
below. In accordance with their respective employment agreements with
the Company, Lee Fensterstock was granted 250,000 RSUs and Peter McNierney was
granted 125,000 RSUs under the Broadpoint Securities Group, Inc. 2007 Incentive
Compensation Plan.
The
Restricted Stock Unit Agreements provide for awards of RSUs to Messrs.
Fensterstock and McNierney which will be settled as shares of common stock on a
one for one basis. The settlement date of vested RSUs is the earlier of the
third anniversary of the grant date, or the date of Mr. Fensterstock’s or Mr.
McNierney’s termination. Pursuant to the terms of the Restricted Stock Unit
Agreements, the Company, in its sole discretion and pursuant to such procedures
as it may specify from time to time, may permit Messrs. Fensterstock and
McNierney to satisfy their tax withholding obligations relating to the
Restricted Stock Unit Agreements, in whole or in part by one or more of the
following (without limitation): (a) paying cash, (b) electing to have the
Company withhold otherwise deliverable shares having a fair market value equal
to the minimum amount required to be withheld, (c) delivering to the
Company already vested and owned shares having a fair market value equal to the
amount required to be withheld, or (d) selling a sufficient number of such
shares otherwise deliverable to Messrs. Fensterstock and McNierney through such
means as the Company may determine in its sole discretion (whether through a
broker or otherwise) equal to the amount required to be withheld.
The
Restricted Stock Unit Agreements also provide that the RSUs will vest according
to the following schedule, subject to the terms and conditions stated
therein: 1/3 of the RSUs, if not previously forfeited, will vest on
June 30, 2009, 1/3 of the RSUs, if not previously forfeited, will vest on June
30, 2010 and 1/3 of the RSUs if not previously forfeited, will vest on June 30,
2011, provided that Messrs. Fensterstock and McNierney continue to be employed
by the Company or a subsidiary on each vesting date.
The
Restricted Stock Unit Agreements also provide for vesting and forfeiture of the
RSUs upon the occurrence of certain events relating to Messrs. Fensterstock’s
and McNierney’s termination of employment . Such provisions provide
for the same disposition of RSUs as described in Section 5 of their respective
employment agreements. A copy of Mr. Fensterstock’s employment
agreement, dated September 21, 2007, was filed as Exhibit 10.6 to a Form 8-K
filed by the Company on September 27, 2007, and a copy of Mr. McNierney’s
employment agreement, dated May 15, 2007, was filed as Exhibit 10.38 to the
Company’s Form 10-Q filed on August 8, 2007.
The
foregoing description of the terms of the Restrictive Stock Unit Agreements is
not complete and is qualified in its entirety by reference to the Restrictive
Stock Unit Agreements, which will be attached as exhibits to the
Company’s next Quarterly Report on Form 10-Q.
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors: Appointment of
Certain Officers; Compensatory Arrangements of Certain
Directors.
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The
description contained in Item 1.01 above is incorporated in this Item 5.02 by
reference thereto.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BROADPOINT
SECURITIES GROUP, INC.
By: /s/Robert I.
Turner
Name: Robert
I. Turner
Title: Chief
Financial Officer
Dated:
July 3, 2008