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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): August 9, 2010
GLG Partners, Inc.
 
(Exact name of registrant as specified in its charter)
         
Delaware   001-33217   20-5009693
         
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)
399 Park Avenue, 38th Floor
New York, New York 10022

 
(Address of principal executive offices)
Registrant’s telephone number, including area code: (212) 224-7200
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ   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))
 
 

 


 

INFORMATION TO BE INCLUDED IN THE REPORT
          GLG PARTNERS, INC. (“GLG”) HAS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) A PRELIMINARY PROXY STATEMENT AND INTENDS TO MAIL A DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS TO GLG STOCKHOLDERS IN CONNECTION WITH THE PROPOSED ACQUISITION OF GLG BY MAN GROUP PLC THROUGH TWO CONCURRENT TRANSACTIONS: THE MERGER OF A WHOLLY OWNED SUBSIDIARY OF MAN WITH AND INTO GLG (THE “MERGER”) AND A SHARE EXCHANGE TRANSACTION IN WHICH CERTAIN GLG STOCKHOLDERS WILL EXCHANGE THEIR GLG SHARES FOR MAN ORDINARY SHARES. GLG STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ GLG’S PRELIMINARY PROXY STATEMENT, AND WHEN AVAILABLE, AMENDMENTS THERETO AND THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH GLG’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING TO BE HELD TO APPROVE THE PROPOSED MERGER BECAUSE THE PRELIMINARY PROXY STATEMENT CONTAINS AND THE DEFINITIVE PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT GLG AND THE PROPOSED TRANSACTION. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE PROPOSED MERGER. STOCKHOLDERS MAY OBTAIN A FREE COPY OF THESE MATERIALS (WHEN THEY ARE AVAILABLE) AND OTHER DOCUMENTS FILED WITH THE SEC FROM THE SEC’S WEBSITE AT www.sec.gov. A FREE COPY OF THE PRELIMINARY PROXY STATEMENT AND, WHEN IT BECOMES AVAILABLE, THE DEFINITIVE PROXY STATEMENT ALSO MAY BE OBTAINED BY CONTACTING INVESTOR RELATIONS, GLG PARTNERS, INC., 399 PARK AVENUE, 38TH FLOOR, NEW YORK, NEW YORK 10022, TELEPHONE (212) 224-7200 AND THROUGH GLG’S WEBSITE AT www.glgpartners.com.
          GLG AND ITS DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM GLG’S STOCKHOLDERS. GLG’S STOCKHOLDERS MAY OBTAIN INFORMATION ABOUT GLG’S DIRECTORS AND EXECUTIVE OFFICERS, THEIR OWNERSHIP OF GLG SHARES AND THEIR INTERESTS IN THE PROPOSED TRANSACTION BY READING GLG’S PRELIMINARY PROXY STATEMENT AND, WHEN IT BECOMES AVAILABLE, DEFINITIVE PROXY STATEMENT FOR THE SPECIAL MEETING. A FREE COPY OF THESE DOCUMENTS (WHEN THEY ARE AVAILABLE) MAY BE OBTAINED FROM THE SEC WEBSITE OR BY CONTACTING GLG AS INDICATED ABOVE.

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Item 2.02. Results of Operations and Financial Condition.
     On August 9, 2010, GLG Partners, Inc. (the “Company”) released its earnings for the second fiscal quarter of 2010 and is filing a copy of the earnings release to the Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K.
     Attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference is the Company’s investor presentation which, together with the press release, is posted on the Investor Relations section of the Company’s website at www.glgpartners.com. The information contained in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
     The Company presents certain financial measures, such as non-GAAP adjusted net income, non-GAAP compensation, benefits and profit share (CBP), and non-GAAP weighted average fully diluted shares, that are not prepared in accordance with U.S. generally accepted accounting principles, or GAAP, in addition to financial results prepared in accordance with GAAP. See the discussion in the earnings release under “Non-GAAP Financial Measures”. The Company’s management uses these non-GAAP financial measures in its evaluation of the Company’s core results of operations and trends between fiscal periods and believes these measures are an important component of its internal performance measurement process. The Company’s management also prepares forecasts for future periods on a basis consistent with these non-GAAP financial measures. The non-GAAP financial measures the Company presents may be different from non-GAAP financial measures used by other companies.
     Non-GAAP adjusted net income has certain limitations in that it may overcompensate for certain costs and expenditures related to the Company’s business.
Item 8.01. Other Events.
     The Company’s earnings release attached as Exhibit 99.1 to this Current Report on Form 8-K is incorporated herein by reference.
     The Company presents certain financial measures, such as non-GAAP adjusted net income, non-GAAP compensation, benefits and profit share (CBP), and non-GAAP weighted average fully diluted shares, that are not prepared in accordance with U.S. generally accepted accounting principles, or GAAP, in addition to financial results prepared in accordance with GAAP. See the discussion in the earnings release under “Non-GAAP Financial Measures”. The Company’s management uses these non-GAAP financial measures in its evaluation of the Company’s core results of operations and trends between fiscal periods and believes these measures are an important component of its internal performance measurement process. The Company’s management also prepares forecasts for future periods on a basis consistent with these non-GAAP financial measures. The non-GAAP financial measures the Company presents may be different from non-GAAP financial measures used by other companies.
     Non-GAAP adjusted net income has certain limitations in that it may overcompensate for certain costs and expenditures related to the Company’s business.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
     
99.1
  Press Release of the Company dated August 9, 2010.
 
   
99.2
  Investor Presentation dated August 9, 2010.

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SIGNATURES
     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.
         
  GLG PARTNERS, INC.
 
 
  By:   /s/ Jeffrey M. Rojek    
    Jeffrey M. Rojek   
    Chief Financial Officer   
 
Date: August 9, 2010

 


 

EXHIBIT INDEX
     
Exhibit    
Number   Description
99.1
  Press Release of the Company dated August 9, 2010.
 
   
99.2
  Investor Presentation dated August 9, 2010.