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 7.01 | Regulation FD Disclosure. |
Newtek Business Services Corp. (the “Company”) is scheduled to hold a conference call on October 1, 2015 to discuss the matters set forth in the press release entitled “Newtek Business Services Corp. Declares Special Dividend of $3.29 per Share” (the “Press Release”), a copy of which was furnished as Exhibit 99.1 to a separate Current Report of the Company on Form 8-K filed with the Securities and Exchange Commission on October 1, 2015 and is incorporated by reference herein. In conjunction with the call, the Company has distributed an investor presentation, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The presentation is also available on the Company’s investor relations website at http://investor.newtekbusinessservices.com.
The information contained in this Current Report, including the Press Release and Exhibit 99.1 attached hereto, 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 Number |
Description | |
| 99.1 | Investor Presentation for Conference Call on October 1, 2015. | |
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 Number |
Description | |
| 99.1 | Investor Presentation for Conference Call on October 1, 2015. | |
 www.thesba.com
Newtek Business Services Corp.
NASDAQ: NEWT
Hosted by: Barry Sloane, President & CEO Investor Relations Public Relations Newtek Investor Relations Newtek Public Relations Jayne Cavuoto Director of Investor Relations jcavuoto@thesba.com (212) 273-8179 Simrita Singh Director of Marketing ssingh@thesba.com (212) 356-9566 Special Dividend Conference Call October 1, 2015 4:15 pm ET Exhibit 99.1 |
 www.thesba.com
1 Declared Third Quarterly Cash Dividend October 1, 2015: Newtek’s Board of Directors declared the Company’s third quarterly cash dividend
of $0.50 per share
– Record Date: October 22, 2015
– Pay Date: November 3, 2015
Maintain expectation of paying an annual dividend of $1.82 cash per share in
2015, based on current outstanding share count of 10.3 million
shares Upon payment of this dividend, will have paid $1.36 through
three quarters |
 www.thesba.com
2 Declared Special Dividend of $3.29 per Share October 1, 2015: Newtek’s 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 the
Company’s Common Stock currently outstanding)
– Record Date: The special dividend will be paid to shareholders of record as of November 18, 2015 – Payment Date:
December 31, 2015 Represents the distribution of the Company’s approximate $34 million of earnings and profits
accumulated through December 31, 2014, prior to its election to be treated as a
regulated investment company (“RIC”) under Subchapter M
of the Internal Revenue Code of 1986, as amended Special dividend
to be paid in cash or shares at the election of each shareholder, with cash distribution limited to 27% of total dividend 100% of the special dividend to be treated as a qualified dividend Special dividend not expected to impact the Company’s 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 The exact distribution of cash and stock to any
given shareholder will be dependent upon his/her election as well
as the elections of other shareholders, subject to the pro rata limitation described above |
 www.thesba.com
3 Shareholder Election The Company will cause its transfer agent, American Stock Transfer & Trust Company, LLC, to mail a Shareholder
Letter and Election Form to Newtek’s registered shareholders (1) promptly following the November 18, 2015 record date The Shareholder Letter and Election Form will provide additional information to shareholders and advise
Shareholders that they may elect to receive the special dividend in either: (i)
all cash or (ii) all shares of Newtek common stock
– Cash distribution is limited to approximately 27% of the total special dividend to be paid to shareholders
– If the amount of cash to be distributed to all shareholders electing to receive the special dividend in cash exceeds 27% of the
total special dividend, each of those shareholders electing to
receive cash will receive a pro rata portion of the total cash to be distributed based on the respective number of shares owned – Remainder of dividend (approximately 73%) to be paid in shares of Newtek Common Stock
– Registered shareholders who do not make an election by returning the completed Election Form to the Transfer Agent by the deadline specified in the Election Form will be deemed to have elected to receive 100% of their dividend in cash.
– Shareholders who hold their shares through a bank, broker or nominee will not receive an Election Form from the Transfer Agent and should contact their bank, broker or nominee for instructions on how to make an election – The number of shares of common stock to be issued to shareholders receiving all or a portion of the dividend in shares of
common stock will be based on the volume weighted average price per share of Newtek Common Stock on the Nasdaq Global Market on December 11, 14 and 15, 2015 Participants in the Company's dividend reinvestment plan (”DRIP”) will also receive an Election Form
– The investment feature of the DRIP will be suspended for the special dividend and will be reinstated after the special dividend has been paid (1) Registered shareholders are those shareholders who own their stock directly and not through a bank, broker or nominee. Shareholders
who hold through a bank, broker, or nominee should contact their
bank, broker or nominee for instructions on how to make an
election |