Securities and exchange commission


Download 4.79 Mb.
NameSecurities and exchange commission
page1/80
A typeDocumentation
manual-guide.com > manual > Documentation
  1   2   3   4   5   6   7   8   9   ...   80



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

 

 

 

 

For the fiscal year ended:

December 31, 2016

 

Commission file number: 001-34516

Cowen Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

Delaware

(State or other jurisdiction of

incorporation or organization)

 

27-0423711

(I.R.S. Employer

Identification No.)

 

599 Lexington Avenue

New York, New York 10022

(212) 845-7900

(Address, including zip code, and telephone number, including area code, of registrant's principal executive office)

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

Title of Each Class

 

Name of Exchange on Which Registered

Class A Common Stock, par value $0.01 per share

 

The Nasdaq Global Market

8.25% Senior Notes due 2021

 

The Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Act: None

 

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No Q

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o    No Q

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  Q     No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes   Q   No o  

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Annual Report on Form 10-K or any amendment to the Annual Report on Form 10-K.  Q

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

 

 

 

 

 

 

 

 

 

 

Large accelerated filer o

 

Accelerated filer Q

 

Non-accelerated filer o

(Do not check if a smaller

reporting company)

 

Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o    No Q

The aggregate market value of Class A common stock held by non-affiliates of the registrant on June 30, 2016, the last business day of the registrant's most recently completed second fiscal quarter, based upon the closing sale price of the Class A common stock on the NASDAQ Global Market on that date was $298,141,545.

As of February 24, 2017, after taking into account the Company’s December 5, 2016 one-for-four reverse stock split, there were 26,750,754 shares of the registrant's common stock outstanding.

Documents incorporated by reference:

Part III of this Annual Report on Form 10-K incorporates by reference information (to the extent specific sections are referred to herein) from the Registrant's Proxy Statement for its 2017 Annual Meeting of Stockholders.

 

 

 





TABLE OF CONTENTS



 

 

 

 

 

 

Item No.

 

 

 

Page No.

PART I

 

 

 

 

 

1.

 

Business

1

 

1A.

 

Risk Factors

6

 

1B.

 

Unresolved Staff Comments

23

 

2.

 

Properties

23

 

3.

 

Legal Proceedings

23

 

4.

 

Mine Safety Disclosures

24

PART II

 

 

 

 

 

5.

 

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

24

 

6.

 

Selected Financial Data

27

 

7.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

29

 

7A.

 

Quantitative and Qualitative Disclosures about Market Risk

63

 

8.

 

Financial Statements and Supplementary Data

65

 

9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

65

 

9A.

 

Controls and Procedures

65

 

9B.

 

Other Information

66

PART III

 

 

 

 

 

10.

 

Directors, Executive Officers and Corporate Governance

66

 

11.

 

Executive Compensation

66

 

12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

66

 

13.

 

Certain Relationships and Related Transactions

66

 

14.

 

Principal Accountant Fees and Services

66

PART IV

 

 

 

 

 

15.

 

Exhibits and Financial Statement Schedules

66

 

16.

 

Form 10-K Summary

67

Consolidated Financial Statements and Notes

F- 1

Supplemental Financial Information

F- 66

SIGNATURES

 

EXHIBIT INDEX

 


ii




Special Note Regarding Forward-Looking Statements

We have included or incorporated by reference into our Annual Report on Form 10-K (the "Annual Report"), and from time to time may make in our public filings, press releases or other public documents, certain statements, including (without limitation) those under Item 1—"Business," Item 1A—"Risk Factors," Item 3—"Legal Proceedings," Item 7—"Management's Discussion and Analysis of Financial Condition and Results of Operations" and Item 7A—"Quantitative and Qualitative Disclosures about Market Risk" that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking terms such as "may," "might," "will," "would," "could," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "project," "possible," "potential," "intend," "seek" or "continue," the negative of these terms and other comparable terminology or similar expressions. In addition, our management may make forward-looking statements to analysts, representatives of the media and others. These forward-looking statements represent only the Company's beliefs regarding future events (many of which, by their nature, are inherently uncertain and beyond our control) and are predictions only, based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. In particular, you should consider the risks outlined under Item 1A—"Risk Factors" in this Annual Report.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We undertake no obligation to update any of these forward-looking statements after the date of this filing to conform our prior statements to actual results or revised expectations.

iii








  1   2   3   4   5   6   7   8   9   ...   80

Share in:

Related:

Securities and exchange commission iconNeither the Securities and Exchange Commission nor any state securities...

Securities and exchange commission iconNeither the securities and exchange commission nor any state securities...

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission




manual


When copying material provide a link © 2017
contacts
manual-guide.com
search