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
October 1, 2015 (October 1, 2015)
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.) |
212 West 35th Street, Second Floor, New York, NY 10001
(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)
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)) |
Forward-Looking Statements
Statements in this Current Report on Form 8-K (including the exhibits), including statements regarding Newtek Business Services Corp.’s (“Newtek” or the “Company”) beliefs, expectations, intentions or strategies for the future, may be 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. Newtek undertakes no obligation to update any forward-looking statement to reflect events or circumstances that may arise after the date of this filing.
| Item 2.02. | Results of Operations and Financial Condition. |
On October 1, 2015 Newtek Business Services Corp. issued a press release entitled “Newtek Business Services Corp. Declares Special Dividend of $3.29 per Share” (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release, dated October 1, 2015, entitled “Newtek Business Services Corp. Declares Special Dividend of $3.29 per Share.” | |
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: October 1, 2015 | /s/ Barry Sloane | |||
| Barry Sloane | ||||
| Chairman of the Board and Chief Executive Officer | ||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release, dated October 1, 2015, entitled “Newtek Business Services Corp. Declares Special Dividend of $3.29 per Share.” | |
Exhibit 99.1
|
FROM: | |
| Newtek Business Services Corp. | ||
| http://www.thesba.com | ||
| Investor Relations | ||
| Contact: Jayne Cavuoto | ||
| Telephone: (212) 273-8179 / jcavuoto@thesba.com | ||
| Public Relations | ||
| Contact: Simrita Singh | ||
| Telephone: (212) 356-9566 / ssingh@thesba.com |
Newtek Business Services Corp. Declares Special Dividend of $3.29 per Share
Company to Hold a Conference Call Today at 4:15 pm ET to Discuss the Special Dividend
NEW YORK, October 1, 2015 - Newtek Business Services Corp. (“Newtek” or the “Company”) (NASDAQ Global Market: NEWT), an internally managed business development company (“BDC”), today announced that its board of directors declared a one-time special dividend of approximately $34.0 million, or $3.29 per share (based on 10.3 million shares of Newtek Common Stock currently outstanding), payable on December 31, 2015 to Newtek shareholders of record as of November 18, 2015. The dividend will be paid in cash or shares of the Company’s Common Stock at the election of each shareholder, although the total amount of cash to be distributed to all shareholders will be limited to 27% of the total dividend to be paid to all shareholders. The remainder of the dividend (approximately 73%) will be paid in the form of shares of the Company’s Common Stock. The exact distribution of cash and stock to any given stockholder will be dependent upon his/her election as well as elections of other stockholders, subject to the pro-rata limitation described above. For tax purposes, 100% of this dividend will be classified as a qualified dividend. This special dividend is in addition to, and is not expected to impact, the Company’s previously issued guidance of its anticipated annual cash dividend of $1.82 per share for 2015, based on 10.3 million shares of Newtek Common Stock outstanding before the distribution of the stock portion of the special dividend.
Additional information concerning the special dividend will be contained in a shareholder letter and accompanying election form, which will be mailed to registered shareholders following the record date.
The Company’s Chairman, President and Chief Executive Officer, Barry Sloane, will host a conference call today October 1, 2015 at 4:15 pm ET, to discuss the special dividend. The live conference call can be accessed by dialing (877) 303-6993 or (760) 666-3611. A live webcast and corresponding presentation of the call will be available in the ‘Events & Presentations’ section of the Investor Relations portion of Newtek’s website at http://investor.newtekbusinessservices.com/events.cfm with a replay of the webcast available following the live presentation.
About Newtek Business Services Corp.
Newtek Business Services Corp., The Small Business Authority®, is an internally managed BDC, which along with its controlled portfolio companies, provides a wide range of business services and financial products 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 over 100,000 SMB accounts across all 50 States to help them grow their sales, control their expenses and reduce their risk.
Newtek’s products and services include: Business Lending, Electronic Payment Processing, Managed Technology Solutions (Cloud Computing), eCommerce, Accounts Receivable Financing, The Secure Gateway, The Newtek Advantage™, Insurance Services, Web Services, Data Backup, Storage and Retrieval and Payroll.
The Small Business Authority® is a registered trade mark of Newtek Business Services Corp., and neither are a part of or endorsed by the U.S. Small Business Administration.
Note Regarding Forward Looking Statements
Statements in this press release including statements regarding Newtek’s beliefs, expectations, intentions or strategies for the future may be “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 www.sec.gov
For more information, please visit the following websites:
www.thesba.com
Contacts:
Newtek Business Services Corp.
Barry Sloane
Chairman and CEO
212-356-9500
bsloane@thesba.com
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