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
September 28, 2021
Date of Report (date of Earliest Event Reported)
NEWTEK BUSINESS SERVICES CORP.
(Exact Name of Company as Specified in its Charter)
| MARYLAND | 814-01035 | 46-3755188 | ||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||
4800 T-Rex Avenue, Suite 120, Boca Raton, FL 33431
(Address of principal executive offices and zip code)
(212) 356-9500
(Company’s telephone number, including area code)
(Former name or former address, if changed from last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.02 per share | NEWT | Nasdaq Global Market LLC | ||||||||||||
| 5.75% Notes due 2024 | NEWTL | Nasdaq Global Market LLC | ||||||||||||
| 5.50% Notes due 2026 | NEWTZ | Nasdaq Global Market LLC | ||||||||||||
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 28, 2021, the Board of Directors (the “Board”) of Newtek Business Services Corp. (the “Company”) increased the number of directors constituting the entire Board from five to seven, and elected Fernando Perez-Hickman and Halli Razon-Feingold to serve as Class II directors of the Company, which terms will expire at the Annual Meeting of Shareholders in 2022, and to hold such position until their successors are elected and shall qualify.
Fernando Perez-Hickman served as Vice Chairman, Director of Corporate Strategy and member of IBERIABANK’s Planning Group Committee from August 2017 until its merger with First Horizon Bank in July 2020. In this role, Mr. Perez-Hickman was responsible for Corporate Strategy and Mergers and Acquisitions, supervising the Consumer and Retail Banking Division, reporting to the CEO. From June 2007 to August 2017, Mr. Hickman served as Executive Chairman of the Board of Directors of Sabadell United Bank and from June 1998 to June 2007 served as Managing Director of Santander Private Banking International.
Mr. Perez-Hickman is not an “interested person” of the Company as such term is defined under Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”). Mr. Perez-Hickman was not appointed to the Board pursuant to any arrangement or understanding with any other person, and there are no current or proposed transactions between the Company and Mr. Perez-Hickman or his immediate family members which would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”).
Mr. Perez-Hickman will receive director fees consistent with the director compensation arrangement as described in the Company’s definitive joint proxy statement/ prospectus filed with the SEC on April 29, 2021, and incorporated by reference into this Item 5.02.
Mrs. Halli Razon-Feingold has served as the Company’s Chief Administrative Officer since July 2016 and as Senior Vice President of Human Resources for the Company since July 2019. Mrs. Razon-Feingold’s tenure at Newtek spans over ten years, with her current principal responsibilities centered on managing the Executive department and all areas of Human Resources for the Company and all of its controlled portfolio companies. Mrs. Razon-Feingold holds a master’s degree in Industrial/Organizational Psychology from CUNY Baruch College and a bachelor’s degree in Psychology from Hofstra University.
Mrs. Razon-Feingold is an “interested person” of the Company as such term is defined under Section 2(a)(19) of the 1940 Act. Mrs. Razon-Feingold was not appointed to the Board pursuant to any arrangement or understanding with any other person. Mrs. Razon-Feingold’s sister currently serves as EVP and Director of Payroll Operations for one of the Company’s controlled portfolio companies; there are no other current or proposed transactions between the Company and Mrs. Halli Razon-Feingold or her immediate family members which would require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC.
Mrs. Razon-Feingold will not receive director fees.
Item 8.01 Other Events.
The Company issued a press release on September 29, 2021 to announce these changes, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NEWTEK BUSINESS SERVICES CORP. | ||||||||
| Date: September 29, 2021 | By: | /S/ BARRY SLOANE | ||||||
| Barry Sloane | ||||||||
| Chief Executive Officer, President and Chairman of the Board | ||||||||
1 Newtek Business Services Corp.’s Board of Directors’ Elects Two New Board Members Boca Raton, FL September 29, 2021 - Newtek Business Services Corp. (the “Company”) (Nasdaq: NEWT), an internally managed business development company (“BDC”), today announced that its board of directors (the “Board”) has elected two new directors to the Board, Fernando Perez-Hickman and Halli Razon-Feingold, increasing the Board to seven (7) directors. The Board will now be comprised of four (4) independent directors and three (3) interested directors, as such term is defined under Section 2(a)(19) of the Investment Company Act of 1940 (the “1940 Act”). Mr. Perez-Hickman is an experienced executive with a proven track record in management, mergers & acquisitions, and value creation at financial services businesses. Mr. Perez-Hickman previously served as Vice Chairman, Director of Corporate Strategy and member of IBERIABANK’s Planning Group Committee from August 2017 until its merger with First Horizon Bank in July 2020. In this role, Mr. Perez-Hickman was responsible for Corporate Strategy and Mergers and Acquisitions, supervising the Consumer and Retail Banking Division, reporting to the CEO. From June 2007 to August 2017, Mr. Hickman served as Executive Chairman of the Board of Directors of Sabadell United Bank, and from June 1998 to June 2007 served as Managing Director of Santander Private Banking International. Mrs. Razon-Feingold has served as the Company’s Chief Administrative Officer since July 2016 and as Senior Vice President of Human Resources for the Company since July 2019. Mrs. Razon-Feingold’s tenure at Newtek spans over ten years, with her current principal responsibilities centered on managing the Executive department and all areas of Human Resources for the Company and all of its controlled portfolio companies. Mrs. Razon-Feingold holds a master’s degree in Industrial/Organizational Psychology from CUNY Baruch College and a bachelor’s degree in Psychology from Hofstra University. Mr. Perez-Hickman is not an interested director, as such term is defined under Section 2(a)(19) of the 1940 Act.
2 Barry Sloane, Chairman, President and Chief Executive Officer said, “We are pleased to announce the Board’s decision to expand the Board by electing these two experienced professionals to serve on our Board. As our Company continues to grow, we believe that adding two qualified directors to the Board is in the best interests of the Company and its shareholders. Our business plan and model are focused on growth and, in keeping with our themes of corporate governance, planning, and strategy, we believe that the additions of Mr. Perez-Hickman and Mrs. Razon-Feingold to our Board will help us to continue to effectively execute our business plan and strategy. We believe that the addition of Mr. Perez- Hickman, with his two decades of expertise in lending and corporate strategy, will allow the Company to leverage his experience and expertise working in large and small organizations with growth aspirations, which can provide immeasurable benefits to the Company and its shareholders as we seek to continue to grow our platform. Mrs. Razon-Feingold has been with the Company for over ten years, having served as the Company’s Chief Administrative Officer since 2016 and Senior Vice President of Human Resources since 2019. It is anticipated that Mrs. Razon-Feingold’s experience will assist the Board in navigating the rapidly changing environment in employee relations with pre- and post- pandemic issues dominating our landscape. We recognize that our staff and Newtek’s associates represent the engine to our success. Her point of view and real-time experience has historically served our Company well, and she will now be able to apply that expertise in her role on the Board. We welcome these two new additions as part of our growth plan during these exciting times.” About Newtek Business Services Corp. Newtek Business Services Corp., Your Business Solutions Company®, is an internally managed BDC, which along with its controlled portfolio companies, provides a wide range of business and financial solutions under the Newtek® brand to the small- and medium-sized business (“SMB”) market. Since 1999, Newtek has provided state-of-the-art, cost-efficient products and services and efficient business strategies to SMB relationships across all 50 states to help them grow their sales, control their expenses and reduce their risk. Newtek’s and its portfolio companies’ products and services include: Business Lending, SBA Lending Solutions, Electronic Payment Processing, Technology Solutions (Cloud Computing, Data Backup, Storage and Retrieval, IT Consulting), eCommerce, Accounts Receivable Financing & Inventory Financing, Insurance Solutions, Web Services, and Payroll and Benefits Solutions. Newtek® and Your Business Solutions Company®, are registered trademarks of Newtek Business Services Corp.
3 Note Regarding Forward Looking Statements This press release contains certain forward-looking statements. Words such as “believes,” “intends,” “expects,” “projects,” “anticipates,” “forecasts,” “goal” and “future” or similar expressions are intended to identify forward-looking statements. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, intensified competition, operating problems and their impact on revenues and profit margins, anticipated future business strategies and financial performance, anticipated future number of customers, business prospects, legislative developments and similar matters. Risk factors, cautionary statements and other conditions, which could cause Newtek’s actual results to differ from management’s current expectations, are contained in Newtek’s filings with the Securities and Exchange Commission and available through http://www.sec.gov/. Newtek cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements. SOURCE: Newtek Business Services Corp. Investor Relations & Public Relations Contact: Jayne Cavuoto Telephone: (212) 273-8179 / jcavuoto@newtekone.com