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 20, 2010
Date of report (Date of earliest event reported)
PIPER JAFFRAY COMPANIES
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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1-31720
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30-0168701 |
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| (State of Incorporation)
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(Commission File
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(I.R.S. Employer
Identification No.) |
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800 Nicollet Mall, Suite 800
Minneapolis, Minnesota
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55402 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(612) 303-6000
(Registrant’s Telephone Number, Including Area Code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 2.02. |
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Results of Operations and Financial Condition. |
On October 20, 2010, Piper Jaffray Companies (the “Company”) reported its financial results
for its third fiscal quarter ended September 30, 2010. See the Company’s press release dated
October 20, 2010, which is furnished as Exhibit 99 hereto.
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| Item 2.05. |
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Costs Associated with Exit or Disposal Activities |
On October 20, 2010, the Company announced plans to restructure its European operations to
focus resources on two areas: the distribution of U.S. and Asia securities to European
institutional investors and merger and acquisition advisory services. As a result of the
restructuring, the firm will exit the origination and distribution of European securities and
expects to incur a restructuring charge that is estimated to be between $8.3-9.8 million, the
majority of which will be recorded in the fourth quarter of 2010. A total of $0.8 million of the
restructuring charge was recorded in the third quarter of 2010. The Company estimates that the
restructuring charge will include approximately (i) $6.2-7.0 million in severance benefits, (ii)
$1.1-1.3 million related to the reduction of leased office space, and (iii) $1.0-1.5 million
related to contract termination costs. The majority of the restructuring charge is expected to
require future cash expenditures by the Company. The firm expects to complete the transition by
December 31, 2010.
This periodic report on Form 8-K contains forward-looking statements. Statements that are not
historical or current facts, including statements about beliefs and expectations, are
forward-looking statements. These forward-looking statements cover, among other things, the
expected charge relating to the restructuring of the Company’s European capital markets operations.
Forward-looking statements are subject to inherent risks and uncertainties, both known and unknown,
that are difficult to predict and important factors could cause actual results to differ materially
from those anticipated, including (1) that the estimation of the restructuring charges involves
significant judgment by management and actual results could vary significantly from the estimates
and (2) the other factors identified in the document entitled “Risk Factors” in Part I, Item 1A of
the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the
Company’s Annual Report on Form 10-K for the year ended December 31, 2009, and updated in the
Company’s subsequent reports filed with the SEC (available at the Company’s Web site at
www.piperjaffray.com and at the SEC Web site at www.sec.gov). Forward-looking statements speak only
as of the date they are made, and readers are cautioned not to place undue reliance on them. The
Company undertakes no obligation to update them in light of new information or future events.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibit
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99 |
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Press Release dated October 20, 2010 |