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): October 2, 2003
Encore Capital Group,
Inc.
(Exact Name of
Registrant as Specified in its Charter)
| Delaware | 000-26489 | 48-1090909 |
|---|---|---|
| (State or other jurisdiction of | (Commission File Number) | (I.R.S Employer |
| incorporation or organization) | Identification No.) |
5775 Roscoe Court
San Diego, California
92123
(Address of Principal
Executive Offices) (Zip Code)
(877) 445-4581
(Registrant’s
Telephone Number, Including Area Code)
Item 9. Regulation FD Disclosure
On October 2, 2003 the Company issued a press release announcing the completion of a public offering by the Company and certain selling stockholders of 5,000,000 shares of its common stock at $11.00 per share. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 9.
The information in this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 9 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibit, shall not be deemed to be incorporated by reference into the filings of Encore Capital Group, Inc. under the Securities Act of 1933.
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 thereunto duly authorized.
| ENCORE CAPITAL GROUP, INC. | ||
|---|---|---|
| Date: | October 2, 2003 | By /s/ Barry R. Barkley |
| Barry R. Barkley | ||
| Executive Vice President, | ||
| Chief Financial Officer and Treasurer |
EXHIBIT INDEX
| Exhibit | Description | |
99.1 |
Press release dated October 2, 2003. |
Exhibit 99.1
| Contact: | Carl C. Gregory, III |
| President and CEO | |
| Phone: 858-309-6961 | |
| Email: carl.gregory@encorecapitalgroup.com |
ENCORE CAPITAL GROUP,
INC. COMPLETES PUBLIC OFFERING
5,000,000 Common
Shares at $11.00
San Diego, California, October 2, 2003 — Encore Capital Group, Inc. (NASDAQ: ECPG) announced the completion of the public offering by the Company and certain selling stockholders of 5,000,000 shares of Encore’s Common Stock at $11.00 per share. The proceeds to the Company from 3,000,000 shares offered by Encore, net of underwriters’ commissions and offering expenses, totaled approximately $30.2 million. In addition, Encore received approximately $500,000 in payment of the exercise price of options and warrants relating to shares offered by certain stockholders. The Company did not receive any of the proceeds from the 2,000,000 shares offered by certain stockholders. Following completion of the offering and the concurrent conversion of its outstanding Series A preferred stock, the Company has approximately 21 million common shares outstanding (approximately 23 million shares on a fully diluted basis).
Jefferies & Company, Inc. leads the underwriting team, with Brean Murray & Co., Inc. and Roth Capital Partners, LLC as co-managers for the offering. A copy of the prospectus relating to these securities may be obtained from the underwriters at the following addresses: Jefferies & Company, Inc., 520 Madison Avenue, 12th Floor, New York, N.Y. 10022; Brean Murray & Co., Inc., 570 Lexington Avenue, New York, N.Y. 10022-6822; or Roth Capital Partners, LLC, 24 Corporate Plaza, Newport Beach, Calif. 92660.
The selling stockholders have granted the underwriters a 30-day option to purchase up to 750,000 shares of Encore’s common stock solely to cover over-allotments. The over-allotment option will expire on October 31, 2003.
Encore Capital Group, Inc. is an accounts receivable management firm that specializes in purchasing charged-off and defaulted consumer debt.