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): July 21, 2010
LPL Investment Holdings Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-52609
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20-3717839 |
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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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One Beacon Street
Boston MA
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02108 |
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(Zip Code) |
Registrant’s telephone number, including area code: (617) 423-3644
N/A
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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))
Item 8.01. Other Events
In connection with the proposed initial public offering of the common stock of LPL Investment
Holdings Inc. (the “Company”), the Company is filing the following
documents, each to be effective upon the consummation of the offering:
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the Company’s Second Amended and Restated Bylaws and |
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a specimen common stock certificate. |
The
compensation committee of the Board of Directors also approved the LPL
Financial Corporation Executive Severance Plan
(the “Severance Plan”)
and employment agreements with each of the following
executive officers of the Company, the terms of each of which are described in the Company’s
registration statement filed on June 4, 2010, as amended: Mark S. Casady; Esther M. Stearns;
Stephanie L. Brown; William E. Dwyer III; and Robert J. Moore. The
Severance Plan and employment agreements will
become effective upon consummation of the offering.
Each of the documents or agreements described above are filed as exhibits to the Current
Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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3.1 |
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The Company’s Second Amended and Restated Bylaws to be
effective upon the consummation of the offering. |
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4.1 |
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Specimen common stock certificate. |
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10.1 |
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Amended and Restated Executive Employment Agreement among Mark S. Casady, the Company,
LPL Holdings, Inc. and LPL Financial Corporation to be effective upon the
consummation of the offering. |
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10.2 |
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Amended and Restated Executive Employment Agreement among Esther M. Stearns, the Company,
LPL Holdings, Inc. and LPL Financial Corporation to be effective upon the
consummation of the offering. |
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10.3 |
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Amended and Restated Executive Employment Agreement among Stephanie L. Brown, the
Company, LPL Holdings, Inc. and LPL Financial Corporation to be effective upon
the consummation of the offering. |
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10.4 |
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Amended and Restated Executive Employment Agreement among William E. Dwyer III, the
Company, LPL Holdings, Inc. and LPL Financial Corporation to be effective upon
the consummation of the offering. |
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10.5 |
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Executive Employment Agreement among Robert J. Moore, the Company, LPL Holdings, Inc. and
LPL Financial Corporation to be effective upon the consummation of the offering. |
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10.6 |
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LPL Financial Corporation Executive Severance Plan to be effective upon the consummation of the offering. |
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