Current Report Filing (8-k)
June 05 2017 - 7:21AM
Edgar (US Regulatory)
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 5, 2017
CF
Corporation
(Exact name of registrant as specified in
its charter)
Cayman Islands
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001-37779
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98-1354810
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1701 Village Center Circle
Las Vegas, Nevada 89134
(Address
of principal executive offices, including zip code)
Registrant’s telephone number, including
area code:
(702) 323-7331
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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¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
x
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
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Item 7.01.
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Regulation FD Disclosure.
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Furnished herewith as Exhibit 99.1 is a
copy of an investor presentation that CF Corporation (the “
Company
”) plans to use in connection with meetings
with current and potential investors relating to the previously announced business combination between the Company and Fidelity
& Guaranty Life (the “
Business Combination
”).
The information in this Item 7.01 and Exhibit
99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “
Exchange Act
”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended (the “
Securities Act
”),
or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information About the Business Combination
In connection with the proposed Business
Combination, the Company intends to file a preliminary proxy statement and a definitive proxy statement with the United States
Securities and Exchange Commission (“
SEC
”).
The Company’s shareholders and other interested persons
are advised to read, when available, the preliminary proxy statement and the amendments thereto and the definitive proxy statement
and documents incorporated by reference therein as these materials will contain important information about FGL, the Company and
the Business Combination.
When available, the definitive proxy statement and other relevant materials will be mailed to
shareholders of the Company as of a record date to be established for voting on the Business Combination. Shareholders will also
be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the
SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov,
or by directing a request to: CF Corporation, 1701 Village Center Circle, Las Vegas, Nevada 89134, Attention: Douglas B. Newton,
Chief Financial Officer (212) 355-5515.
Participants in the Solicitation
The Company and its directors and executive
officers may be deemed participants in the solicitation of proxies from the Company’s shareholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a description of their interests in the Company
is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which was filed with
the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to CF Corporation,
1701 Village Center Circle, Las Vegas, Nevada 89134, Attention: Douglas B. Newton, Chief Financial Officer, (212) 355-5515. Additional
information regarding the interests of such participants will be contained in the proxy statement for the Business Combination
when available.
FGL and its directors and executive officers
may also be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the
Business Combination. A list of the names of such directors and executive officers and information regarding their interests in
the Business Combination will be included in the proxy statement for the Business Combination when available.
Disclaimer
This communication shall not constitute
a solicitation of a proxy, consent or authorization with respect to any vote in any jurisdiction in respect of the Business Combination.
This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall
there by any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of section 10 of the Securities Act.
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Item 9.01
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Financial Statements and
Exhibits.
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(d) Exhibits
The Company incorporates by reference the
Exhibit Index following the signature page to this Current Report on Form 8-K.
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.
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CF CORPORATION
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By:
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/s/ Douglas B. Newton
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Name: Douglas B. Newton
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Title: Chief Financial Officer
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Dated: June 5, 2017
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EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Investor Presentation, dated June 5, 2017.
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