SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 12, 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 31, 2001
FIRSTMARK CORP.
(Exact name of Registrant as specified in its Charter)
MAINE
(State or other jurisdiction of incorporation or organization)
0-20806 01-0389195
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(Commission file number) (I.R.S. Employer Identification
Number)
2700 Via Fortuna, Suite 400,
Austin, Texas 78746
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (512) 306-8222
P.O. Box 1398
Richmond, Virginia 23218
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(Former name or former address, if changed since last report)
ITEM 5 OTHER EVENTS.
On November 13, 2001, Firstmark Corp. (the "COMPANY") accepted the
resignation of Donald V. Cruickshanks as the President and a member of the Board
of Directors (the "BOARD") of the Company. Mr. Cruickshanks' resignation was not
a result of any disagreement with the Company on any matter relating to the
Company's operations, policies or practices.
Effective as of November 14, 2001, the Board increased the size of the
Board to five members, elected three new members to the Board, elected committee
members and elected certain officers. H. William Coogan, John J. Gorman and
Charles H. Mayer were elected as members of the Board. The Board accepted the
resignation of Arch Aplin, III, as Chairman of the Board and elected Mr. Coogan
as the new Chairman of the Board. Mr. Aplin will continue as a member of the
Board. The Company elected Robert Ellis, Mr. Gorman and Mr. Aplin as members of
the Audit Committee of the Board and Messrs. Ellis, Gorman and Mayer as members
of the Compensation Committee of the Board. Mr. Coogan was elected to serve as
Chief Executive Officer and President of the Company. The Board also accepted
the resignation of Ronald C. Britt as Chief Financial Officer and Treasurer and
elected Kurt J. Rechner to serve as Chief Financial Officer and Treasurer.
On November 14, 2001, the Board also approved the move of the Company's
physical headquarters to 2700 Via Fortuna, Suite 400, Austin, Texas 78746 as
soon as practicable.
On March 3, 2000, the Company filed an application (amended on October
2, 2001) requesting an order under Section 6(c) of the Investment Company Act of
1940 (the "ACT") exempting the Company from all provisions of the Act until the
earlier of October 31, 2002 or the date that the Company is no longer deemed to
be an investment company. On October 5, 2001, a notice of the filing of the
application was issued giving interested persons an opportunity to request a
hearing. The notice also stated that an order granting the application would be
issued unless a hearing was ordered. No request for a hearing was filed and the
Securities and Exchange Commission (the "SEC") did not order a hearing. The SEC
granted the requested exemption from all provisions of the Act, effective as of
October 31, 2001, subject to certain conditions contained in the amended
application.
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.
November 20, 2001 FIRSTMARK CORP.
By: /s/ KURT J. RECHNER
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Kurt J. Rechner
Chief Financial Officer and Treasurer
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