Forex broker FXCM announced the filing of a S-3 form with the SEC – this technical move will allow the company to raise up to $125 through selling of various types of securities.Â
The move paves the path for potential acquisitions or investments, according to the statement. FXCM made a few moves in the past, such as with Lucid Markets back in June. More details are available in the official pres release below:
NEW YORK, NY, October 4, 2012 – FXCM Inc. (NYSE: FXCM) today announced that it has filed a universal shelf registration statement on Form S-3 with the United States Securities and Exchange Commission (“SECâ€). The registration statement is intended to provide the Company with flexibility to access the public capital markets in order to respond to business opportunities. Although the registration statement relating to these securities has been filed with the SEC, it has not yet become effective.
At the present time, FXCM has no specific plans to issue securities under the registration statement. If and when the registration statement is declared effective by the SEC, FXCM will be able to offer and sell, from time to time, up to $125 million of securities such as its Class A common stock, preferred stock, senior, subordinated or convertible debt securities, depositary shares, purchase contracts, warrants and units, or any combination thereof.
Following the effectiveness of the shelf registration statement, FXCM may periodically offer one or more of the registered securities in amounts, at prices, and on terms to be announced when, and if, the securities are offered. The terms of any securities offered under the registration statement, and the intended use of the net proceeds resulting therefrom, will be established at the times of the offerings and will be described in prospectus supplements filed with the SEC at the times of the offerings.
“The purpose of this shelf registration statement is to provide us with optimal flexibility to fund general corporate activities, which could include the financing of acquisitions and investments,†commented Drew Niv, Chairman and Chief Executive Officer of FXCM.
These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release is not an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The Company also announced today, the filing of a resale shelf registration statement on Form S−3 with the SEC covering 9,000,000 shares of the Company’s Class A common stock, par value $0.01 per share (the “Resale Sharesâ€).
The resale shelf registration statement relates to part of the consideration the Company provided to the sellers for the acquisition of a controlling interest in Lucid Markets Trading Limited. The resale shelf registration statement was filed to satisfy the Company’s obligations related to the registration rights of the sellers. The Resale Shares are being held in escrow subject to certain transfer restrictions and other requirements of the sellers pursuant to the Sale and Purchase Agreement, dated June 21, 2012 among FXCM and certain of the selling stockholders. If applicable, at such time that the sellers are permitted and choose to offer the Resale Shares to the public, the specific amounts, prices and manner of distribution will be set forth in a subsequent filing made with the SEC at the time of each offering. Any offer to sell, or solicitation of an offer to buy securities, if and when such offer is made, will be pursuant to a prospectus or a prospectus supplement that will be issued with respect to any such offering.
The resale shelf registration statement has been filed with the SEC but is not yet effective. The securities registered under the resale shelf registration statement may not be sold, nor may offers to buy be accepted prior to the time the resale shelf registration statement becomes effective. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
