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
Date of Report (Date of earliest event reported) June 6, 2006 (May 31, 2006)
GAMCO INVESTORS, INC.
(Exact name of registrant as specified in its charter)
New York 1-14761 13-4007862
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)
One Corporate Center, Rye, NY 10580
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (914) 921-3700
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.
(a) On May 31, 2006, GAMCO Investors, Inc. (the "Company") entered into an
Exchange and Standstill Agreement (the "Exchange and Standstill Agreement") with
Frederick J. Mancheski ("Mancheski") pursuant to which, among other things,
Mancheski agreed to exchange the 2,071,635 shares of Class B Common Stock of the
Company (the "Class B Stock") he received in connection with the settlement of
all legal matters related to his shares of GGCP, Inc. ("GGCP"), a private
company that is the majority owner of the Company, for an equal number of shares
of Class A Common Stock of the Company (the "Class A Stock"). In addition to
other general standstill restrictions, Mancheski has agreed, among other things,
(i) not to solicit proxies in opposition to Company management; (ii) not to
attempt to exercise any control over management or the Company; (iii) to vote
his shares in favor of the nominees and positions advocated by the board of
directors; (iv) subject to certain exceptions, not to acquire any additional
shares of the Company or seek to acquire the Company; (v) not to become part of
a "group" with any other persons; (vi) not to initiate, propose or submit one or
more stockholder proposals or induce or attempt to induce any other person to
initiate any stockholder proposal; (vii) not to seek to call or to request the
call of, a special meeting of the Company's stockholders, or make a request for
a list of the Company's stockholders; (viii) not to deposit any Class A Stock or
other Voting Securities (as defined in the Exchange and Standstill Agreement) in
a voting trust or enter into any other arrangement or agreement with respect to
the voting thereof; and (ix) not to commence, encourage, or support any
derivative action in the name of the Company or any class action against the
Company or any of its officers or directors, each for a period of ten years.
The shares of Class A Stock to be received by Mancheski will be subject
to a lockup period of two years, beginning on the date of registration of the
shares of Class A Stock with the Securities and Exchange Commission (the "SEC")
pursuant to the terms of the Registration Rights Agreement (as described below).
On the first day of every month during the lockup period, Mancheski will be
permitted to sell, transfer and/or dispose of one-twenty fourth (1/24th) of the
shares of Class A Stock that he received and which are subject to the lockup.
(b) On May 31, 2006, the Company entered into a Registration Rights Agreement
(the "Registration Rights Agreement") with Mancheski and David M. Perlmutter
("Perlmutter") which requires the Company to, within 30 days, file a shelf
registration statement with the SEC covering the resale of all shares of Class A
Stock of the Company (the "Registrable Shares") issued to Mancheski and
Perlmutter in connection with the settlement of all legal matters related to
their shares of GGCP. Under the Registration Rights Agreement, the Company has
agreed to use its best efforts to cause to become effective as promptly as
possible after the date of its filing (the "Effectiveness Date"), a shelf
registration statement with respect to the resale of the Registrable Shares. The
Company will use its best efforts to keep the shelf registration statement
effective until the earlier of (i) the date when all Registrable Securities
covered by such registration statement have been sold or (ii) three years after
the Effectiveness Date, subject to certain extensions. The Company shall use its
best efforts to cause all Registrable Securities to be listed on the New York
Stock Exchange and to be qualified under the blue sky laws of certain states.
Item 3.02. Unregistered Sales of Equity Securities.
On May 31, 2006 the Company agreed to exchange all shares of Class B
Stock issued to Mancheski and Perlmutter in connection with the settlement of
all legal matters related to their shares of GGCP for an equal number of shares
of Class A Stock, as described above The exchange is exempt from registration
pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the
"Securities Act"), which provides an exemption from the registration
requirements of the Securities Act for securities exchanged by an issuer with
its existing security holders exclusively where no commission or other
remuneration is paid or given directly or indirectly for soliciting such
exchange.
SIGNATURE
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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.
GAMCO Investors, Inc.
By: /s/ Douglas R. Jamieson
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Douglas R. Jamieson
President and Chief Operating Officer
Date: June 6, 2006
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