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
Date of Report (Date of Earliest Event Reported): February 12, 2009
GLG Partners, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-33217
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20-5009693 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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399 Park Avenue, 38th Floor
New York, New York 10022
(Address of principal executive offices) |
Registrant’s telephone number, including area code: (212) 224-7200
Not Applicable
Former name or former address, if changed since 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 February 12, 2009, GLG Partners (the “Company”) released its earnings for the fourth fiscal
quarter of 2008 and fiscal year ended 2008 and is furnishing a copy of the earnings release to the
Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K. In
addition, the Company will discuss its financial results during a webcast and teleconference call
on Thursday, February 12, 2009 at 9:30 a.m. (ET). The webcast and teleconference call may be
accessed through the Company’s website at www.glgpartners.com.
Attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by
reference is the investor presentation to be used by the Company in conjunction with the Company’s
webcast and teleconference call. The information contained in Exhibits 99.1 and 99.2 shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
filing.
The Company presents certain financial measures, such as adjusted net income, non-GAAP
compensation, benefits and profit share and non-GAAP weighted average fully diluted shares, that
are not prepared in accordance with U.S. generally accepted accounting principles, or GAAP, in
addition to financial results prepared in accordance with GAAP. See the discussion in the earnings
release under “Non-GAAP Financial Measures”. The Company’s management uses these non-GAAP
financial measures in its evaluation of the Company’s core results of operations and trends between
fiscal periods and believes these measures are an important component of its internal performance
measurement process. The Company’s management also prepares forecasts for future periods on a
basis consistent with these non-GAAP financial measures. The non-GAAP financial measures the
Company presents may be different from non-GAAP financial measures used by other companies.
Under the Company’s credit facility, the Company and its subsidiaries are required to maintain
compliance with certain financial covenants based on adjusted earnings before interest expense,
provision for income taxes, depreciation and amortization, or adjusted EBITDA, which is calculated
based on the non-GAAP adjusted net income measure, further adjusted to add back interest expense,
provision for income taxes, depreciation and amortization. Non-GAAP adjusted net income has
certain limitations in that it may overcompensate for certain costs and expenditures related to the
Company’s business.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
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99.1 |
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Press Release of the Company dated February 12, 2009. |
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99.2 |
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Investor Presentation dated February 12, 2009. |
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