SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2017
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
(Commission File Number)
599 Lexington Avenue
New York, NY 10022
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (212) 845-7900
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 15, 2017, Cowen Group, Inc. (the “Company”) filed a Certificate of Amendment of its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State solely to reflect a change of its corporate name to Cowen Inc. A copy of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1.
Item 8.01. Other Events.
On May 16, 2017, the Company issued a press release announcing its new brand identity, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Cowen Group, Inc.
Press Release issued by Cowen Inc. on May 16, 2017.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 16, 2017 By: /s/ Owen S. Littman
Name: Owen S. Littman
Title: General Counsel
No. ____ Exhibit
Certificate of Amendment of Amended and Restated Certificate of Incorporation
of Cowen Group, Inc.
Press Release issued by Cowen Inc. on May 16, 2017.
CERTIFICATE OF AMENDMENT
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
COWEN GROUP, INC.
Pursuant to Section 242 of the General Corporation Law
Cowen Group, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “DGCL”), does hereby certify as follows:
FIRST: The amendment effected hereby was duly adopted by the Corporation’s Board of Directors in accordance with the provisions of Section 242 of the DGCL.
SECOND: The Article I of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on June 3, 2009 as amended on November 2, 2009 and December 2, 2016, is hereby amended by deleting ARTICLE 1 thereof in its entirety and inserting in lieu of such ARTICLE 1 the following:
The name of the Corporation is Cowen Inc.”
THIRD: This Certificate of Amendment shall be effective May 15, 2017 at 5:00 P.M. Eastern Time.
IN WITNESS WHEREOF, this Corporation has caused its duly authorized officer to execute this Certificate of Amendment on this 15th day of May 2017.
COWEN GROUP, INC.
BY: /s/ Owen Littman
Name: Owen Littman
Title: General Counsel & Secretary
COWEN ANNOUNCES NEW BRAND IDENTITY
New Logo and Unified Identity Across Business Segments
Reflects Commitment to Help Clients Outperform™
NEW YORK, NY — May 16, 2017 — Cowen Inc. (NASDAQ:COWN) (“Cowen” or the “Company”; formerly Cowen Group, Inc.) today announced that, as the firm prepares to enter its second century of operations, it has updated its brand architecture to better reflect the quality and breadth of services the firm offers clients and partners. Cowen’s new Outperform™ brand crystalizes the firm’s mission: an intense focus on clients and investors who seek to outperform the markets, peers and passive alternatives.
“Financial services and actively managed investment products need to be differentiated and immediately recognizable as capable of contributing to overall client performance,” said Peter A. Cohen, Chairman and Chief Executive Officer of Cowen. “In staying true to our mission, Cowen is a well-recognized organization with focused asset management offerings and knowledge-based financial services offerings for corporations and active investors.”
Jeffrey M. Solomon, President of Cowen said, “To be successful in today’s markets, only organizations that consistently help clients outperform will thrive. That is why we are pleased to unify the entire Cowen platform under a single identity that reflects our commitment to outperformance and a passion for delivering extraordinary results for our clients.”
Cowen offers clients a platform of services to help them outperform their peers through:
Quality, Collaborative and Insightful Equity, Credit and Policy Research that continues to win critical acclaim.
Cutting Edge, Non-Conflicted, Independent Execution and Trading Services, which provides clients with much needed liquidity as well as market structure insights.
Corporate Finance Advisory and Capital Raising capabilities that are specialized, independent and provide valuable access to growth capital.
Differentiated Investment Strategies that are innovative and seek to outperform the markets, peers and passive alternatives.
Changes reflected by the rebranding include:
Cowen Group, Inc. has been renamed Cowen Inc.
Ramius LLC, Cowen’s alternative investment management business with a broad range of differentiated alpha-generating alternative investment products and services, has been renamed Cowen Investment Management LLC.
Cowen Investment Management’s platform affiliates will continue using their own branding; going forward, the Ramius brand will only represent the event driven business, including the Ramius branded merger arbitrage products.
Cowen and Company, LLC, which includes Cowen’s full-service, growth investment bank, specialized research products and institutional trading and execution services, will retain its current name.
A new website, www.cowen.com, reflecting the Company’s capabilities and commitment to clients and partners.
About Cowen Inc.
Cowen Inc. is a diversified financial services firm and, together with its consolidated subsidiaries, provides alternative asset management, investment banking, research, sales and trading and prime brokerage services through its two business segments: Cowen Investment Management and its affiliates make up the Company’s alternative investment segment, while Cowen and Company, a member of FINRA and SIPC, and its affiliates make up the Company’s broker-dealer segment. Cowen Investment Management provides alternative asset management solutions to a global client base and manages a significant portion of Cowen’s proprietary capital. Cowen and Company and its affiliates offer industry focused investment banking for growth-oriented companies, domain knowledge-driven research, a sales and trading platform for institutional investors and a comprehensive suite of prime brokerage services. Founded in 1918, the firm is headquartered in New York and has offices worldwide. For additional information, visit www.cowen.com.