UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO SECTION 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
May 3, 2010
Commission
File Number: 001-33916
GEROVA
FINANCIAL GROUP, LTD.
Metropolitan
House
20
Brindley Road
Manchester
M16 9HQ
United
Kingdom
44 161
886 4764
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form
20-F
x
Form 40-F
¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
¨
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of
1934. Yes
¨
No
x
If "Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-___.
IMPORTANT
NOTICES
GEROVA Financial Group, Ltd. (“Gerova”)
and its directors and executive officers may be deemed to be participants in the
solicitation of proxies for the extraordinary general meeting of Gerova’s
shareholders to be held to approve the proposed resolutions discussed in the
proxy statement in this Form 6-K filed by Gerova with the Securities and
Exchange Commission on May 3, 2010. Gerova is a foreign private
issuer. As such, the proxy statement and other proxy materials will not be
subject to preliminary review and comment by the Securities and Exchange
Commission (the “SEC”).
The proxy statement will be mailed to
shareholders as of the April 26, 2010 record date for voting on the proposed
resolutions. Shareholders will also be able to obtain a copy of the proxy
statement without charge from Gerova. The proxy statement may also be obtained
without charge at the SEC’s internet site at
www.sec.gov
.
This Report of Foreign Private Issuer,
including the exhibits contained herein, may contain forward-looking statements
that involve substantial risks and uncertainties. Other than statements of
historical facts, all statements included in this report regarding strategy,
future operations, future financial position, prospects, and plans and
objectives of management are forward-looking statements. The words “anticipate,”
“believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,”
“will,” “would” and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain these
identifying words. Gerova may not actually achieve the plans, intentions or
expectations disclosed in the forward-looking statements, and investors should
not place undue reliance on the forward-looking statements. Actual results or
events could differ materially from the plans, intentions and expectations
disclosed in the forward-looking statements. Further, the forward-looking
statements do not reflect the potential impact of any future acquisitions,
mergers, dispositions, joint ventures, collaborations or investments made by
Gerova. Gerova does not assume any obligation to update any forward-looking
statements.
Other
Events
An
extraordinary general meeting of Gerova’s shareholders has been scheduled to be
held on May 12, 2010. Attached to this Form 6-K is the proxy
statement, including exhibits, that was mailed to such shareholders on April 30,
2010.
As of
April 23, 2010, the holders of over two-thirds of the outstanding voting shares
of Gerova, including the record holders of 742,250 of Gerova’s Series A Fixed
Price Mandatory Convertible Preferred Shares (the “Preferred Shares”), consented
to a modification of the conversion terms of the Preferred Shares, by providing
that the Preferred Shares may be converted at any time into ordinary shares of
the Company (the “Ordinary Shares”) at a conversion price of
$6.00. Previously the Preferred Shares were convertible at a rate of
one-sixth of the Preferred Shares per month, commencing on July 31, 2010, at a
conversion price of $7.50. Upon conversion, the current holders of the Preferred
Shares will receive up to a maximum of 123,708,333 Ordinary Shares, subject to
reduction based on the net asset values of the assets that are subject to an
appraisal and audit adjustment. The Preferred Shares vote on an
as-converted basis, together as a single class, with the Ordinary
Shares. The Preferred Shares represent, on an as-converted basis,
over 90% of the Ordinary Shares.
The holders of the Preferred Shares
have also consented to the adoption by the Company of the 2010 Stock Incentive
Plan and to the adoption of the Third Amended and Restated Memorandum and
Articles of Association which provides for, among other things, an increase of
the authorized share capital of the Company. Proposals for the
adoption of the 2010 Stock Incentive Plan and the Third Amended and Restated
Memorandum and Articles of Association will be submitted for a vote of all
shareholders at the extraordinary general meeting.
Entry
into Material Definitive Agreements
The
Company previously entered into a registration rights agreement with the holders
of the Preferred Shares (previously included as an exhibit to the Form 6-K filed
on January 26, 2010). As of April 23, 2010, such agreement was amended and
restated in its entirety (the “Amended Agreement”) to provide for, among other
things:
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(a)
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the
extension of the date of the initial required filing of the Form F-1
registration statement with the SEC from April 20, 2010 to July 31, 2010
and the extension of the required date of effectiveness of such
registration statement from July 31, 2010 to December 31,
2010;
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(b)
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that
the Ordinary Shares to be issued upon conversion of the Preferred Shares
(the “Conversion Shares”) shall be distributed and delivered to the to the
record owners and to the former limited partners and equity owners of the
pooled investment vehicles managed by Stillwater Capital Partners, Inc.
(“Stillwater”) and Weston Capital Asset Management, LLC (“Weston”) only
upon that date which shall be the latest
to
occur of: (i) the completion of the post-closing audit and adjustment of
the assets of the funds previously managed by Stillwater and Weston, (ii)
the effectiveness of the above registration statement to be filed with the
SEC, or (iii) January 31, 2011, or such other date as may be approved by
the board of directors of Gerova and by written consent of all the record
owners of the Conversion Shares.
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The
preceding summary of the material provisions of the Amended Agreement is
qualified in its entirety by reference to the complete text of the Amended
Agreement, a copy of which is filed as Exhibit 10.1 to this Form
6-K.
Purpose
of the Meeting and the Amended Agreement
The
purpose of the meeting is to seek shareholder approval of measures to
immediately convert existing preferred shares into ordinary shares and to
increase the company’s authorized capital. Management believes that these
changes will create a more rational and efficient capital structure with one
class of securities, and will ensure that Gerova has sufficient capital to fund
potential future acquisitions and working capital needs. On May 3,
2010, Gerova issued a press release discussing the extraordinary general meeting
and the above mentioned transactions. A copy of the press release is annexed
hereto as Exhibit 99.1 and incorporated herein by reference.
Explanatory
Note
Gerova is
filing this Form 6-K to include as an exhibit the final proxy statement relating
to the extraordinary general meeting of the shareholders of
Gerova. At that meeting, Gerova’s shareholders will be asked to,
among other things, vote on the proposed 2010 Stock Incentive Plan and the Third
Amended and Restated Memorandum and Articles of Association.
Where
to Find Additional Information
Gerova is
a foreign private issuer. As such, the proxy statement and other proxy materials
will not be subject to preliminary review and comment by the
SEC. Shareholders are urged to carefully read the final proxy
statement filed as Exhibit 99.2 and any other relevant documents filed with the
SEC when they become available. Copies of the final proxy statement and other
documents filed by Gerova will be available at the website maintained by the SEC
at
www.sec.gov
.
Copies of such filings can also be obtained, without charge, by directing a
request to Gerova at the address on the cover page of this report.
Exhibits
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Exhibit
Number
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Description
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10.1
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Amended
and Restated Registration Rights Agreement, dated as of April 23,
2010
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99.1
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Press
Release of GEROVA Financial Group, Ltd. dated May 3,
2010
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99.2
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Proxy
Statement of Gerova Financial Group,
Ltd.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 6-K to be signed on its behalf by
the undersigned, hereunto duly authorized.
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GEROVA
FINANCIAL GROUP, LTD.
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May
3, 2010
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By:
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/s/
Gary T. Hirst
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Dr.
Gary T. Hirst
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President
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Gerova Financial Grp., Ltd. (AMEX:GFC)
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