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
November 20, 2013
Date of report (Date of earliest event reported)
GAIN CAPITAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35008 | 20-4568600 |
| (State of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
| | | |
| | Bedminster One 135 Route 202/206 Bedminster, New Jersey 07921 | |
| | (Address of Principal Executive Offices) | |
| | | |
| | (908) 731-0700 | |
| (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. below):
| 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)) |
| Item 7.01 | Regulation FD Disclosure. |
In connection with the announcement by GAIN Capital Holdings, Inc. (the “Company”), filed as Exhibit 99.3 to this Current Report, of its proposed offering of Convertible Senior Notes due 2018 (the “Notes”), the Company is furnishing on this Current Report on Form 8-K certain slides from a management presentation. A copy of those certain slides from the management presentation is attached hereto as Exhibit 99.2, and is incorporated herein by reference.*
On November 20, 2013, the Company announced the offering of the Notes, subject to market conditions and other factors, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Updated risk factors are attached hereto as Exhibit 99.1, which is incorporated herein by reference. The Company’s press release announcing the launch of the offering is filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number | | Description |
| | | |
| 99.1 | | Risk factors |
| 99.2 | | Management presentation slides |
| 99.3 | | Press release dated November 20, 2013 |
| * | The information furnished in Items 7.01 and 9.01 of this Current Report on Form 8-K, including 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 otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. |
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements regarding the Company’s financing plans, including statements related to the offering of the Notes and the Company’s intended use of net proceeds of the offering of the Notes. Such statements are subject to certain risks and uncertainties including, without limitation, risks related to market and other general economic conditions, whether the Company will be able to satisfy the conditions required to close the sale of the Notes and the anticipated use of the net proceeds from the sale of the Notes. The Company’s forward-looking statements also involve assumptions that, if they never materialize or prove correct, could cause its results to differ materially from those expressed or implied by such forward-looking statements. Although the Company’s forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by the Company. As a result, you are cautioned not to rely on these forward-looking statements. See also “Safe Harbor Statement” in Exhibit 99.2, which is furnished on this Current Report on Form 8-K.
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.
Dated: November 20, 2013
| GAIN CAPITAL HOLDINGS, INC. | |
| | |
| By: | | |
| Name: | Diego A. Rotsztain | |
| Title: | General Counsel | |
| Exhibit Number | | Description |
| | | |
| 99.1 | | Risk factors |
| 99.2 | | Management presentation slides |
| 99.3 | | Press release dated November 20, 2013 |
