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

 

February 25, 2019

Date of report (Date of earliest event reported)

 

PIPER JAFFRAY COMPANIES

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

1-31720

 

30-0168701

(State of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

800 Nicollet Mall, Suite 1000
Minneapolis, Minnesota

 


55402

(Address of Principal Executive Offices)

 

(Zip Code)

 

(612) 303-6000

(Registrant’s Telephone Number, Including Area Code)

 

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):

 

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))

 

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 o

 

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.  o

 

 

 


 

Item 7.01.                                        Regulation FD Disclosure.

 

On February 25, 2019, Piper Jaffray Companies (the “Company”) issued a press release announcing that it had reached a definitive agreement to acquire 100% of the outstanding equity interests of Weeden & Co., L.P. (“Weeden & Co.”), a broker-dealer focusing on providing institutional clients with premier execution services.  A copy of the press release is furnished as Exhibit 99.1 hereto.  Furnished as Exhibit 99.2 hereto is information relating to a publicly available presentation by the Company’s management relating to the Weeden & Co. transaction.

 

The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 is being furnished and 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 under Section 18 of the Exchange Act.  Furthermore, the information contained in this Item 7.01 and Exhibits 99.1 and 99.2 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01.                                        Financial Statements and Exhibits.

 

(d)                                Exhibits.

 

99.1

 

Press Release dated February 25, 2019.

 

 

 

99.2

 

Investor Presentation.

 

2


 

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.

 

 

PIPER JAFFRAY COMPANIES

 

 

 

 

 

Date: February 25, 2019

By

/s/ John W. Geelan

 

 

John W. Geelan

 

 

General Counsel and Secretary

 

3