UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 14, 2015
IMPERIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Florida | | 001-35064 | | 30-0663473 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
5355 Town Center Road, Suite 701 Boca Raton, Florida | | 33486 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number including area code: (561) 995-4200
(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:
| ¨ | 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)) |
On May 14, 2015, Imperial Holdings, Inc. (the “Company”) issued a press release announcing its intention to conduct a common stock rights offering (the “Rights Offering”). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The Rights Offering will be made pursuant to a shelf registration statement on Form S-3 that was previously filed with the Securities and Exchange Commission (the “SEC”) and became effective on September 24, 2014. The Rights Offering will be made solely by means of a prospectus and prospectus supplement meeting the requirements of the Securities Act of 1933, as amended, to be filed with the SEC. Additional information regarding the Rights Offering will be set forth in the prospectus supplement to be filed with the SEC.
The information under Item 8.01 and in Exhibit 99.1 in this Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| | |
| Exhibit 99.1 | | Press release issued by Imperial Holdings, Inc. on May 14, 2015. |
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.
May 14, 2015
| | |
| IMPERIAL HOLDINGS, INC. |
| (Registrant) |
| |
| By: | | /s/ Michael Altschuler |
| | Michael Altschuler |
| | General Counsel and Secretary |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Press release issued by Imperial Holdings, Inc. on May 14, 2015. |
