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): January 20, 2011
INSTITUTIONAL FINANCIAL MARKETS, INC.
(Exact name of registrant as specified in its charter)
Maryland | 1-32026 | 16-1685692 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
Cira Centre 2929 Arch Street, 17th Floor Philadelphia, Pennsylvania |
19104 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (215) 701-9555
COHEN & COMPANY INC.
(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 (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 | Amendment to the Articles of Incorporation or Bylaws; Change in Fiscal Year |
On January 20, 2011, Institutional Financial Markets, Inc. (the Company) filed Articles of Amendment to its charter to change its name from Cohen & Company Inc. to Institutional Financial Markets, Inc. The amendment was effective as of 5:00 p.m. on January 21, 2011. A copy of the Articles of Amendment is attached hereto as Exhibit 3.1.
In connection with the name change, effective as of January 24, 2011, the trading symbol for the Companys common stock, which is listed on the NYSE Amex Stock Exchange, will change from COHN to IFMI.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit
|
Description |
|
Exhibit 3.1* | Articles of Amendment Regarding Name Change |
* | Filed electronically herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
INSTITUTIONAL FINANCIAL MARKETS, INC. | ||||||
Date: January 21, 2011 | By: |
/s/ JOSEPH W. POOLER, JR. |
||||
Joseph W. Pooler, Jr. Chief Financial Officer |
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EXHIBIT INDEX
Exhibit
|
Description |
|
Exhibit 3.1* | Articles of Amendment Regarding Name Change |
* | Filed electronically herewith. |
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Exhibit 3.1
COHEN & COMPANY INC.
ARTICLES OF AMENDMENT
(changing its name to Institutional Financial Markets, Inc.)
Cohen & Company Inc., a Maryland corporation (the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST : Article I of the charter of the Corporation (the Charter) is hereby amended to change the name of the Corporation to:
Institutional Financial Markets, Inc.
SECOND : The foregoing amendment to the Charter was approved by a majority of entire Board of Directors of the Corporation and was limited to a change expressly authorized by Section 2-605(a)(1) of the Maryland General Corporation Law without action by the stockholders.
THIRD : These Articles of Amendment are effective as of January 21, 2011 at 5:00 p.m. Eastern Time.
FOURTH : The undersigned President of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[Signature page follows.]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its President and attested by its Senior Vice President, General Counsel and Secretary as of the 20th day of January, 2011.
ATTEST: | COHEN & COMPANY INC. | |||
/s/ RACHAEL FINK |
/s/ CHRISTOPHER RICCIARDI |
|||
Rachael Fink | Christopher Ricciardi | |||
Senior Vice President, General Counsel and Secretary | President |
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