- Filing of certain prospectuses and communications in connection with business combination transactions (425)
2011年8月13日 - 5:55AM
Edgar (US Regulatory)
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): August 11, 2011
optionsXpress Holdings, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-32419
|
|
20-1444525
|
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
|
|
311 W. Monroe, Suite 1000,
Chicago, Illinois
|
|
60606
|
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code:
(312) 630-3300
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 the registrant under any of the following provisions:
þ
|
|
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.
On August 12, 2011, optionsXpress Holdings, Inc., a Delaware corporation (optionsXpress), issued
a press release announcing that optionsXpress and The Charles Schwab Corporation, a Delaware
corporation (Schwab), have obtained all regulatory approvals that are required to complete the
previously announced transactions contemplated by the Agreement and Plan of Merger (the Merger
Agreement), dated March 18, 2011, by and among optionsXpress, Schwab and Neon Acquisition Corp., a
Delaware corporation and wholly-owned direct subsidiary of Schwab. This represents a significant
step forward towards completion of the transaction.
The transaction is expected to close in the third quarter of 2011 and is subject to customary
closing conditions, including approval of the stockholders of optionsXpress. The special meeting of
stockholders of optionsXpress to vote upon the proposal to approve and adopt the Merger Agreement
is scheduled to occur on August 30, 2011.
A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein.
Additional Information and Where You Can Find It
In connection with the proposed transaction, Schwab filed with the Securities and Exchange
Commission (SEC) a registration statement on Form S-4 that included a proxy statement/prospectus
for the stockholders of optionsXpress. optionsXpress mailed the final proxy statement/prospectus
to its stockholders on or about July 29, 2011. Investors and security holders are urged to read
the proxy statement/prospectus regarding the proposed transaction and other relevant documents
filed with the SEC because they contain important information. Copies of all documents filed with
the SEC regarding the proposed transaction may be obtained, free of charge, at the SECs website
(http://www.sec.gov). These documents, when available, may also be obtained, free of charge, from
Schwabs website, www.aboutschwab.com/investor, under the tab Financials and SEC Filings or from
optionsXpress website, www.optionsXpress.com/investor, under the item SEC Filings.
Schwab, optionsXpress and their respective directors, executive officers and certain other members
of management and employees may be deemed to be participants in the solicitation of proxies from
the optionsXpress stockholders in respect of the proposed transaction. Information regarding the
persons who may, under the rules of the SEC, be deemed to be participants in the solicitation of
the stockholders of optionsXpress in connection with the proposed transaction are set forth in the
proxy statement/prospectus as filed with the SEC on July 27, 2011. Information about Schwabs
executive officers and directors is available in Schwabs Annual Report on Form 10-K filed with the
SEC on February 25, 2011 and Schwabs definitive proxy statement filed with the SEC on March 30,
2011, as amended on May 9, 2011. Information about optionsXpress executive officers and directors
is available in optionsXpress Amendment No. 1 to the Annual Report on Form 10-K filed with the SEC
on April 27, 2011. You can obtain free copies of these documents from Schwab and optionsXpress
using the contact information above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
|
|
|
|
Exhibit
|
|
Description
|
|
|
|
|
|
|
99.1
|
|
|
Press Release, dated August 12, 2011.
|
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.
|
|
|
|
|
|
OPTIONSXPRESS HOLDINGS, INC.
|
|
|
/s/ Adam J. DeWitt
|
|
Date: August 12, 2011
|
Name:
|
Adam J. DeWitt
|
|
|
Title:
|
Chief Financial Officer
|
|
|
EXHIBIT INDEX
|
|
|
|
|
Exhibit
|
|
Description
|
|
|
|
|
|
|
99.1
|
|
|
Press Release, dated August 12, 2011.
|
Optionsxpress Holdings, Inc. (MM) (NASDAQ:OXPS)
過去 株価チャート
から 5 2024 まで 6 2024
Optionsxpress Holdings, Inc. (MM) (NASDAQ:OXPS)
過去 株価チャート
から 6 2023 まで 6 2024