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| JNS > SEC Filings for JNS > Form 8-K on 14-Jul-2009 | All Recent SEC Filings |
14-Jul-2009
Results of Operations and Financial Condition, Change in Directors or Pri
On July 14, 2009, Janus Capital Group Inc. ("JCG" or the "Company") issued a
press release reporting: (i) its financial results for the second quarter 2009,
(ii) that Gary D. Black, the Company's Chief Executive Officer ("CEO") has
stepped down, (iii) the appointment of Timothy K. Armour as Interim CEO, and
(iv) proposed common stock and convertible senior notes offerings. Copies of
that press release and the earnings presentation are being furnished as
Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report.
º (b)
º Departure of Chief Executive Officer and Director
On July 14, 2009, JCG announced that Gary D. Black, the Company's CEO and a member of the Company's Board of Directors, has stepped down from all of his directorships, offices and positions at the Company effective July 13, 2009.
º (c)
º Appointment of Interim Chief Executive Officer
On July 14, 2009, Timothy K. Armour, a member of the Company's Board of Directors, was named Interim CEO. Mr. Armour, age 60, has more than 20 years of investment industry experience, including 10 years as a senior executive at Morningstar Inc. (Managing Director from 2000 to 2008, its President from 1999 to 2000, and its Chief Operating Officer from 1998 to 1999), and five years as President of Stein Roe Farnham's mutual fund division. Mr. Armour currently serves as a director of AARP Services Inc. and as a trustee of AQR Mutual Funds. Mr. Armour joined the Company's Board of Directors in March 2008 and served on the Board's Compensation Committee and Planning and Strategy Committee, working closely with Janus' executive leadership on the Company's strategy. Mr. Armour will assume day-to-day management of the Company and assist with the recruitment of a permanent CEO successor.
º (e)
º Agreement Related to the Departure of Chief Executive Officer
In connection with Mr. Black stepping down as CEO, the Company entered into a Separation Agreement, dated July 13, 2009, with Mr. Black. Under the terms of the Separation Agreement and consistent with the terms of the severance benefits set forth in his Severance Rights Agreement, dated May 1, 2008, Mr. Black will be entitled to a cash severance payment of approximately $6.8 million and the acceleration of all of his long-term incentive awards resulting in a non-cash charge of $5.3 million. The combined charge of $12.1 million will be reflected in the Company's third quarter results. In addition, Mr. Black's Separation Agreement entitles him to certain other benefits including participation in the Company's medical, dental and vision plans for a period of 12 months.
A copy of the Separation Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of such exhibit.
Proposed Common Stock and Convertible Senior Notes Offerings, and Cash Tender Offer for Certain Outstanding Senior Notes
On July 14, 2009, JCG issued press releases announcing its intent to raise capital through common stock and convertible senior notes offerings, and commence a cash tender offer for certain outstanding senior notes. Copies of the press releases announcing the capital raise and cash tender offer are hereby incorporated by reference and attached hereto as Exhibits 99.3 and Exhibit 99.4, respectively.
JCG updated certain items in its Annual Report on Form 10-K for the year ended December 31, 2008 ("2008 10-K") to reflect the retrospective application of Statement of Financial Accounting Standards No. 160 "Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51" ("SFAS 160") and the amended provisions of Emerging Issues Task Force Topic D-98 "Classification and Measurement of Redeemable Securities" ("EITF D-98"). JCG adopted SFAS 160 and EITF D-98 effective January 1, 2009, which are required to be retrospectively applied upon adoption.
The 2008 10-K has been updated because it will be incorporated by reference in filings with the Securities and Exchange Commission in connection with the common stock and convertible senior notes offerings announced July 14, 2009. The revised Selected Financial Data, Management's Discussion and Analysis of Financial Condition, Results of Operations, and Financial Statements and Supplementary Data as of and for the years ended December 31, 2008, 2007 and 2006 are hereby incorporated by reference to this Current Report and attached hereto as Exhibit 99.5. No items other than those identified above are being updated by this filing and no information subsequent to the filing of JCG's 2008 10-K on February 26, 2009, has been updated other than the retrospective application of SFAS 160 and EITF D-98.
This Current Report on Form 8-K should be read in conjunction with JCG's 2008 10-K, Quarterly Report on Form 10-Q for the period ended March 31, 2009, and other Current Reports filed subsequent to the filing of the 2008 10-K.
Summary Financial Results for the Second Quarter 2009
JCG is filing selected portions of the press release announcing its financial results for the second quarter 2009. A copy of the selected portions of the press release is hereby incorporated by reference to this Current Report and attached hereto as Exhibit 99.6.
º (d)
º Exhibits
º 10.1
º Separation Agreement by and between Janus Capital Group Inc. and Gary
D. Black, dated July 13, 2009
º 23.1
º Consent of Independent Registered Public Accounting Firm-Deloitte &
Touche LLP
º 99.1
º Janus Capital Group Inc. press release reporting its financial results
for the second quarter 2009, that Chief Executive Officer Gary D.
Black has stepped down, the appointment of Timothy K. Armour as
Interim Chief Executive Officer, and the proposed common stock and
convertible senior note offerings
º 99.2
º Janus Capital Group Inc. second quarter 2009 earnings presentation
º 99.3
º Janus Capital Group Inc. press release announcing details of proposed
common stock and convertible senior notes offerings
º 99.4
º Janus Capital Group Inc. press release announcing details of proposed
cash tender for certain outstanding senior notes
º 99.5
º Updated Selected Financial Data, Management's Discussion and Analysis
of Financial Condition and Results of Operations, and Financial
Statements and Supplementary Data as of and for the years ended
December 31, 2008, 2007 and 2006 (Part I, Items 6 and 7, and Part II
Item 8 of Janus Capital Group Inc.'s Annual Report on Form 10-K for
the year ended December 31, 2008 filed February 26, 2009)
º 99.6
º Janus Capital Group Inc.'s second quarter 2009 summary financial
results
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