UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JULY 23, 2007
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FIRSTPLUS FINANCIAL GROUP, INC.
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(Exact Name of Registrant as specified in Charter)
Nevada 0-27750 75-2561085
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5100 North O'Connor Blvd., 6th Floor, Irving, Texas 75039
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (214) 496-1266
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(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):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 23, 2007, Rutgers Investment Group, Inc., a wholly-owned
subsidiary of the Registrant ("Rutgers"), entered into a definitive purchase
agreement with Rutgers Investment Group, LLC (the "Seller"), and Learned
Associates of North America, LLC, Seven Hills Management, LLC ("Seven Hills")
and Peter S. Fox, the members of the Seller, to purchase substantially all of
Seller's assets related to its commercial and consumer lending business. The
transaction was consummated simultaneously. The purchase price consisted of a
cash payment of $1,825,000 and 500,000 shares of common stock of the Registrant,
the closing price of which on Friday, July 20, 2007 was $0.18 per share. Rutgers
also agreed to assume certain specified liabilities of the Seller.
The assets purchased were the subject of a limited scope business
evaluation report, which confirmed the valuation of such assets. Based in part
upon such report, the Registrant concluded that the value of the assets
purchased exceeded the purchase price therefor.
Rutgers has retained an independent consultant to facilitate its
applications in 14 states for licensure as a mortgage banker. It anticipates
that it will provide first and second mortgage loans, construction and hard
money loans, international letters of credit and equity and credit lines.
Pending the completion of licensure in a state in which application has been
made, Rutgers will act as a broker for licensed lenders.
The Board of Directors of Rutgers consists of John Maxwell, David Roberts
and Kimberley Grasty. Jack Roubinek has been elected Chief Executive Officer and
David Roberts has been elected President of Rutgers. Peter Fox, a member of
senior management of the Seller, will continue to be employed by Rutgers, as a
Vice President.
Rutgers will operate from offices located at 5100 North O'Connor
Boulevard, Irving, Texas 75039; 121 North Wayne Avenue, Wayne, Pennsylvania
79087; and 42 Richmond Terrace, Staten Island, New York 10301.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. Exhibits
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10.1 Asset Purchase Agreement dated July 23, 2007, by and
among Rutgers Investment Group, LLC, Learned
Associates of North America, LLC, Seven Hills
Management, LLC, Peter S. Fox and Rutgers Investment
Group, Inc.
99.1 Press Release of FIRSTPLUS Financial Group, Inc. dated
July 23, 2007.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
July 23, 2007
FIRSTPLUS FINANCIAL GROUP, INC.
By: /s/ John Maxwell
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Name: John Maxwell
Title: President and Chief Executive Officer
