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):
April 6,
2009
TAILWIND FINANCIAL
INC.
(Exact
Name of Registrant as Specified in Charter)
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(State
or Other
Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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BCE
Place, 181 Bay Street, Suite 2040, Toronto, Ontario, Canada M5J
2T3
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(416)
601-2422
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 registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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o
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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
1.02
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Termination
of a Material Definitive
Agreement.
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As
previously disclosed on January 23, 2009, Tailwind Financial Inc. (“Tailwind”),
Allen-Vanguard Corporation (“Allen-Vanguard”) and a subsidiary of Tailwind
formed for the purpose of effecting the acquisition of Allen-Vanguard (“AV
Acquisition Corp.”) entered into an arrangement agreement pursuant to which AV
Acquisition Corp. was to acquire all of the outstanding securities of
Allen-Vanguard (“Arrangement Agreement”).
On April
6, 2009, Tailwind announced that it will no longer be pursuing the acquisition
of Allen-Vanguard, as contemplated by the Arrangement Agreement, and cancelled
its special meeting of stockholders scheduled for April 16, 2009.
Pursuant
to its Second Amended and Restated Certificate of Incorporation, Tailwind will
proceed with its liquidation and dissolution, since it will be unable to
complete a business combination by April 17, 2009.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press
Release dated April 6,
2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Dated: April
6, 2009
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TAILWIND
FINANCIAL INC.
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By:
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/s/
Andrew A. McKay
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Name: Andrew
A. McKay
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Title: Chief
Executive
Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Press
Release dated April 6,
2009
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