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
September 25, 2020
Date of Report (Date of earliest event reported)
ASTA FUNDING, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-35637
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22-3388607
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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210 Sylvan Avenue
Englewood Cliffs, NJ 07632
(Address of principal executive offices, zip code)
(201) 567-5648
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common stock, par value $0.01 per share
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ASFI
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Nasdaq Global Select Market
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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):
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☐
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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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On September 25, 2020, Asta Funding, Inc. (the “Company” or “Asta”) held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals described in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 25, 2020 and supplemented by additional materials filed with the SEC on September 18, 2020. As disclosed in the Proxy Statement, as of the close of business on August 21, 2020, the record date for the Special Meeting, there were 6,567,765 shares of Asta’s common stock outstanding and entitled to vote at the Special Meeting. A total of 6,030,108 shares of Asta’s common stock, representing approximately 91.81% of the shares outstanding and entitled to vote and constituting a quorum, were represented virtually or by valid proxies at the Special Meeting. The final voting results for each of the proposals submitted to a vote of stockholders at the Special Meeting are as follows:
Proposal 1: Asta’s stockholders approved the proposal to adopt the Agreement and Plan of Merger, dated as of April 8, 2020 and as amended on June 25, 2020 (the “Merger Agreement”), by and among the Company, Asta Finance Acquisition Inc. (“Parent”) and Asta Finance Acquisition Sub Inc., a wholly-owned subsidiary of Parent (which, along with Parent, is an affiliate of Gary Stern, the Company’s Chief Executive Officer), pursuant to which each share of the Company’s common stock outstanding at the effective time of the merger will be converted into the right to receive $13.10 in cash and the Company will become a wholly-owned subsidiary of Parent (the “Merger”). Proposal 1 was approved by the votes set forth in the table below:
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For
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Against
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Abstained
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6,006,987
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22,064
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1,057
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Proposal 2: In connection with the Special Meeting, Asta also solicited proxies with respect to a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement. Because there were sufficient votes represented at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement, the proposal to approve one or more adjournments of the Special Meeting was moot.
On September 25, 2020, the Company issued a press release. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and as that term is defined in the Private Securities Litigation Reform Act of 1995, including, but not limited to, the Company’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are sometimes identified by their use of the terms and phrases such as “estimate,” “project,” “intend,” “forecast,” “anticipate,” “plan,” “planning,” “expect,” “believe,” “will,” “will likely,” “should,” “could,” “would,” “may” or the negative of such terms and other comparable terminology. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time, are difficult to predict and are generally beyond the control of the Company. Actual results may differ materially from current projections.
Important factors that may cause actual results to differ materially from the results discussed in the forward-looking statements or historical experience include risks and uncertainties, including but not limited to, the ability of the parties to consummate the Merger; satisfaction of closing conditions to the consummation of the Merger; the impact of the announcement or the closing of the Merger on the Company’s relationships with its employees, existing customers or potential future customers; litigation and stockholder claims related to and in connection with the Merger; and the ability to realize anticipated benefits of the Merger. Further information on the factors and risks that could affect the Company’s respective businesses, financial conditions and results of operations are contained in the Company’s filings with the SEC, which are available at www.sec.gov. Forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof. The Company assumes no obligation to update any forward-looking statement contained in this Current Report on Form 8-K.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURE
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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ASTA FUNDING, INC.
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Date: September 25, 2020
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By:
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/s/ Steven Leidenfrost
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Steven Leidenfrost
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Chief Financial Officer
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Exhibit 99.1
September 25, 2020
Asta Funding, Inc. Receives Stockholder Approval for Going-Private Transaction
Asta Funding, Inc. (NASDAQ: ASFI) (“Asta” or the “Company”) announced that at a virtual special meeting of stockholders held earlier today, the Company’s stockholders voted to adopt the merger agreement pursuant to which the Company would become a wholly-owned subsidiary of Asta Finance Acquisition Inc. (the “Merger”). The transaction was previously announced on April 8, 2020.
Approximately six million shares voted at the special meeting were voted in favor of the proposal to adopt the merger agreement, representing over 91% of the outstanding shares of Asta’s common stock entitled to vote at the special meeting. Such approval also represented the approval of the Merger by an affirmative vote of the majority of the minority stockholders, which includes stockholders other than Gary Stern and members of the Stern Group. The Company will file the final vote results with the Securities and Exchange Commission (the “SEC”) on a Form 8-K.
Under the terms of the merger agreement, Asta Funding Inc.’s stockholders will be entitled to receive $13.10 per share in cash upon completion of the merger, which remains subject to the satisfaction of customary closing conditions.
The transaction is expected to close during the week of September 28, 2020. Upon closing of the transaction, Asta’s common stock will cease trading on the NASDAQ Global Select Market, and Asta will continue to be operated as an independent, privately-held company and will remain based in Englewood Cliffs, New Jersey.
Advisors
Lincoln International LLC is serving as financial advisor to the Special Committee, Tannenbaum Helpern Syracuse & Hirschtritt LLP is serving as legal counsel to the Special Committee, and Troutman Pepper Hamilton Sanders LLP is serving as legal counsel to the Company.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and as that term is defined in the Private Securities Litigation Reform Act of 1995, including, but not limited to, Asta’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are sometimes identified by their use of the terms and phrases such as “estimate,” “project,” “intend,” “forecast,” “anticipate,” “plan,” “planning,” “expect,” “believe,” “will,” “will likely,” “should,” “could,” “would,” “may” or the negative of such terms and other comparable terminology. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time, are difficult to predict and are generally beyond the control of Asta. Actual results may differ materially from current projections.
Important factors that may cause actual results to differ materially from the results discussed in the forward-looking statements or historical experience include risks and uncertainties, including but not limited to, the ability of the parties to consummate the Merger; satisfaction of closing conditions to the consummation of the Merger; the impact of the announcement or the closing of the Merger on the Asta’s relationships with its employees, existing customers or potential future customers; litigation and stockholder claims related to and in connection with the Merger; and the ability to realize anticipated benefits of the Merger. Further information on the factors and risks that could affect Asta’s respective businesses, financial conditions and results of operations are contained in Asta’s filings with the SEC, which are available at www.sec.gov. Forward-looking statements contained in this press release speak only as of the date hereof. Asta assumes no obligation to update any forward-looking statement contained in this press release.
About Asta
Asta Funding, Inc. (NASDAQ:ASFI), headquartered in Englewood Cliffs, New Jersey, is a diversified financial services company that assists consumers and serves investors through the strategic management of three complementary business segments: consumer receivables, social security disability advocacy and personal injury claims. For more information, please visit http://www.astafunding.com.
For more information:
Seth Berman
General Counsel
(201) 308-9301
sberman@astafunding.com
