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 8,
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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Brookfield
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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))
Pursuant
to the Second Amended and Restated Certificate of Incorporation of Tailwind
Financial Inc. (“Tailwind”), Tailwind’s existence will terminate on April 17,
2009 since a business combination will not have been effected by that date (the
“Termination Date”). As a result, the board of directors of Tailwind
has authorized the distribution of the proceeds in the Tailwind trust account to
its stockholders of record as of April 17, 2009. It is currently
anticipated that the liquidating distribution will equal approximately $8.18 per
share. However, the exact amount of the liquidating distribution will
be finally determined just prior to the time of the distribution which is
anticipated to take place on or about April 22, 2009. After the close of trading
of Tailwind’s shares on April 17, 2009, Tailwind expects that the stock transfer
books will be closed and that NYSE Alternext US LLC will suspend trading of its
shares.
Tailwind
has further announced that it intends to submit a Certificate of Termination of
Registration on Form 15 to the Securities and Exchange Commission for the
purpose of deregistering its securities under the Securities Exchange Act of
1934, as amended. As a result, Tailwind will no longer be a public
reporting company.
Parkwood
Holdings Ltd. (“Parkwood”), an affiliate of Tailwind, has agreed to
loan Tailwind, or pay on Tailwind’s behalf, approximately $1.5 million (the
“Loan”) for required operating expenses during the pursuit of a business
combination. In addition, Parkwood has agreed to satisfy Tailwind’s
outstanding obligations to its creditors in connection with any liquidation of
Tailwind. The terms of the Loan provide that Tailwind will repay the Loan
principal plus twice the amount of such principal. Since there are no
additional funds in excess of the amounts currently held in the trust account to
pay back the Loan, Tailwind has agreed to assign to Parkwood any break fees
payable to Tailwind or other fees Tailwind might receive in connection with the
introduction of a third-party investor to an acquisition target, up to a maximum
of three times the principal amount of the Loan.
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Item
9.01
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Financial
Statements and 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 8, 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
8, 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:
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Andrew
A. McKay
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Title:
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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 8, 2009
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