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
December 12, 2005
Date of report (Date of earliest event reported)
SEI Investments Company
(Exact name of registrant as specified in its charter)
| Pennsylvania |
0-10200 | 23-1707341 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
1 Freedom Valley Drive
Oaks, Pennsylvania 19456
(Address of principal executive offices) (Zip Code)
(610) 676-1000
(Registrants’ telephone number, including area code)
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:
[ ] 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))
Item 1.01. Entry into a Material Definitive Agreement.
On Wednesday, December 14, 2005, SEI Investments Company (the Company) issued a press release announcing the Compensation Committee of the Board of Directors of the Company recommended and the Company’s Board of Directors approved the acceleration of vesting of all out-of-the-money unvested options to purchase shares of common stock of the Company with an exercise price greater than $38.55, the closing price of the Company’s common stock on December 14, 2005, held by current employees, executive officers and directors of the Company. Executives are required to sign a lock-up agreement that required them not to sell, transfer or dispose of any shares until such time as those shares would otherwise have been issuable upon exercise of the stock options pursuant to the original vesting terms, subject to certain exceptions. Approximately 4.5 million options with exercise prices ranging between $41.45 and $50.00 will become immediately exercisable. The other terms of the accelerated options remain unchanged. The acceleration of vesting of these out-of-the money options is being undertaken primarily to eliminate any future compensation expense the Company would otherwise recognize in its income statement with respect to these options with the implementation of the Financial Accounting Standard Board (FASB) statement “Share-Based Payment” (FAS 123R) effective for the Company on January 1, 2006. The accelerated vesting is expected to reduce future compensation expense to be recognized in the Company’s income statement by approximately $46.3 million. A copy of the press release is furnished as Exhibit 99.1 and incorporated in this Item 1.01 by reference.
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Item 8.01. Other Events.
On Monday, December 12, 2005, the Company issued a press release announcing that it entered into an agreement with Vermeg Services S.A.R.L. (Vermeg), a Tunisia-based provider of investment processing solutions, to settle a previously disclosed lawsuit between the two companies. As part of the settlement and mutual release agreement, the Company has made a one-time payment, which it will expense in the fourth quarter 2005, to Vermeg in the amount of $4.25 million. The payment is for services previously rendered to the Company and for a perpetual pre-paid license to use certain Vermeg technology involved in the processing of corporate actions by the Company’s portfolio accounting system. The lawsuit arose out of a dispute, earlier this year, regarding a Software License Agreement with Vermeg. A copy of the press release is furnished as Exhibit 99.3 and incorporated in this Item 8.01 by reference.
Also, on Wednesday, December 14, 2005, the Company announced in the press release related to Item 1.01 the declaration of a dividend of $.11 (eleven cents) per share. The cash dividend will be payable to shareholders of record on January 3, 2006, with a payment date of January 20, 2006. A copy of the press release is furnished as Exhibit 99.1 and incorporated in this Item 8.01 by reference.
On Wednesday, December 14, 2005, the Company issued a press release announcing changes in the leadership of two of its major business segments. Wayne M. Withrow moves from head of the Company’s Money Managers segment to the same post in the Investment Advisors segment. Mr. Withrow is an executive vice president for SEI and is also a member of the company’s corporate executive committee. Carl A. Guarino, former head of the Investment Advisors segment, will work on the continued development of the company’s Wealth Network franchise solution until he leaves the company in the second quarter of 2006 to pursue other entrepreneurial opportunities. Prior to leading the Money Managers business segment, Mr. Withrow was Senior Vice President and Managing Director responsible for SEI’s Trust 3000® product line. He has held other key positions at SEI including Chief Information Officer, responsible for corporate technology strategy and implementation. He joined SEI in 1990 as a Vice President in its legal department. Replacing Mr. Withrow as head of the Money Managers segment will be Stephen Meyer, the segment’s Managing Director since 2000. Mr. Meyer has headed Investment Manager Services in the Money Managers business unit for the past five years. Prior to that, he was head of Global Fund Services before heading up the company’s Alternative Investment Managers business from 1998 to 2000. A copy of the press release is furnished as Exhibit 99.2 and incorporated in this Item 8.01 by reference.
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Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits. |
| 99.1 | Press Release of SEI Investments Company dated December 14, 2005 related to the acceleration of vesting of all out-of-the-money unvested options to purchase shares of common stock of the Company and a cash dividend payable to shareholders. |
| 99.2 | Press Release of SEI Investments Company dated December 14, 2005 related to changes in the leadership of two of its major business segments. |
| 99.3 | Press Release of SEI Investments Company dated December 12, 2005 related to an agreement with Vermeg Services S.A.R.L. |
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SIGNATURES
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.
| SEI Investments Company | ||||||||
| Date: December 15, 2005 | By: | /s/ Dennis J. McGonigle | ||||||
| Dennis J. McGonigle Chief Financial Officer | ||||||||
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EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release of SEI Investments Company dated December 14, 2005 related to the acceleration of vesting of all out-of-the-money unvested options to purchase shares of common stock of the Company and a cash dividend payable to shareholders. | |
| 99.2 | Press Release of SEI Investments Company dated December 14, 2005 related to changes in the leadership of two of its major business segments. | |
| 99.3 | Press Release of SEI Investments Company dated December 12, 2005 related to an agreement with Vermeg Services S.A.R.L. | |
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Exhibit 99.1
NEWS FROM SEI
For Immediate Release
| Contact: | Larry Wexler | |||
| Company: | SEI | |||
| Voice: | 610.676.1440 |
|||
| E-mail: | lwexler@seic.com |
|||
| Pages: | 1 |
SEI INVESTMENTS DECLARES $.11 PER SHARE DIVIDEND
Oaks, PA, December 14, 2005 – The Board of Directors of SEI Investments Company (NASDAQ:SEIC) today declared a dividend of $.11 (eleven cents) per share. The cash dividend will be payable to shareholders of record on January 3, 2006, with a payment date of January 20, 2006.
In addition, on December 14, 2005, the Compensation Committee of the Board of Directors of SEI Investments Company (the “Company”) recommended and the Company’s Board of Directors approved the acceleration of vesting of all out-of-the-money unvested options to purchase shares of common stock of the Company with an exercise price greater than $38.55, the current closing price of the Company’s common stock, held by current employees, executive officers and directors of the Company. Executives are required to sign a lock-up agreement that required them not to sell, transfer or dispose of any shares until such time as those shares would otherwise have been issuable upon exercise of the stock options pursuant to the original vesting terms, subject to certain exceptions. Approximately 4.5 million options with exercise prices ranging between $41.45 and $50.00 will become immediately exercisable. The other terms of the accelerated options remain unchanged. The acceleration of vesting of these out-of-the money options is being undertaken primarily to eliminate any future compensation expense the Company would otherwise recognize in its income statement with respect to these options with the implementation of the Financial Accounting Standard Board (FASB) statement “Share-Based Payment” (FAS 123R) effective for the Company on January 1, 2006. The accelerated vesting is expected to reduce future compensation expense to be recognized in our income statement by approximately $46.3 million.
About SEI
SEI (NASDAQ:SEIC) is a leading global provider of asset management services and investment technology solutions. The company’s innovative solutions help corporations, financial institutions, financial advisors, and affluent families create and manage wealth. As of the period ending September 30, 2005, through our subsidiaries and partnerships in which we have a significant interest, SEI administers $321.7 billion in mutual fund and pooled assets, manages $138.5 billion in assets, and operates 22 offices in 12 countries. For more information, visit www.seic.com.
Exhibit 99.2
NEWS FROM SEI
For Immediate Release
| Pages: Contact: |
Larry Wexler | |||
| Company: | SEI | |||
| Voice: | 610.676.1440 |
|||
| E-mail: | lwexler@seic.com |
|||
| Pages: | 2 |
SEI Names New Leaders of Two Key Business Segments
Oaks, PA – December 14, 2005—SEI (NASDAQ:SEIC), a leading global provider of asset management services and investment technology solutions, announced changes in the leadership of two of its major business segments.
SEI veteran Wayne Withrow moves from head of the company’s Money Managers segment to the same post in the Investment Advisors segment. Wayne M. Withrow is an executive vice president for SEI and is also a member of the company’s corporate executive committee.
Carl Guarino, former head of the Investment Advisors segment, will work on the continued development of the company’s Wealth Network franchise solution until he leaves the company in the 2nd quarter of 2006 to pursue other entrepreneurial opportunities.
“SEI is blessed with extraordinary management depth throughout the company’s key business segments. We’ll be tapping some of our top executives to fill the position in the Wealth Network franchise solution being created by the departure of Carl Guarino in the second quarter of next year,” said Alfred P. West, Jr., Chairman, CEO. “We wish Carl all the best when he leaves us to do his own thing.”
Replacing Wayne Withrow as head of the Money Managers segment will be Stephen Meyer, the segment’s Managing Director since 2000.
Prior to leading the Money Managers business segment, Wayne Withrow was Senior Vice President and Managing Director responsible for SEI’s Trust 3000 product line. He has held other key positions at SEI including Chief Information Officer, responsible for corporate technology strategy and implementation. He joined SEI in 1990 as a Vice President in its legal department.
Stephen Meyer has headed Investment Manager Services in the Money Managers business unit for the past 5 years. Prior to that, he was head of Global
Fund Services before heading up the company’s Alternative Investment Managers business from 1998 to 2000.
About SEI
SEI (NASDAQ:SEIC) is a leading global provider of asset management services and investment technology solutions. The company’s innovative solutions help corporations, financial institutions, financial advisors, and affluent families create and manage wealth. As of the period ending September 30, 2005, through our subsidiaries and partnerships in which we have a significant interest, SEI administers $321.7 billion in mutual fund and pooled assets, manages $138.5 billion in assets, and operates 22 offices in 12 countries. For more information, visit www.seic.com.
Exhibit 99.3
NEWS FROM SEI
For Immediate Release
| Contact: | Larry Wexler | |
| Company: | SEI | |
| Voice: | 610.676.1440 | |
| E-mail: | lwexler@seic.com | |
| Pages: | 1 |
SEI and Vermeg Announce Settlement Agreement and License
Oaks, PA, December 12, 2005 – SEI (NASDAQ:SEIC), a leading global provider of asset management services and investment technology solutions, announced today that it has entered into an agreement with Vermeg Services S.A.R.L., a Tunisian-based provider of investment processing technology solutions, to settle a previously disclosed lawsuit between the two companies.
As part of the settlement and mutual release agreement, SEI has made a one-time payment, which it will expense in the fourth quarter 2005, to Vermeg in the amount of $4.25 million. The payment is for services previously rendered to SEI and for a perpetual pre-paid license to use certain Vermeg technology involved in the processing of corporate actions by SEI’s portfolio accounting system.
The lawsuit arose out of a dispute, earlier this year, regarding a Software License Agreement with Vermeg.
About SEI
SEI (NASDAQ:SEIC) is a leading global provider of asset management services and investment technology solutions. The company’s innovative solutions help corporations, financial institutions, financial advisors, and affluent families create and manage wealth. As of the period ending September 30, 2005, through its subsidiaries and partnerships in which it has a significant interest, SEI administers $321.7 billion in mutual fund and pooled assets, manages $138.5 billion in assets, and operates 22 offices in 12 countries. For more information, visit www.seic.com.
About Vermeg
Vermeg provides a broad range of next generation (Java J2EE based) software solutions for front, middle and back office operations of asset managers, custodian banks and financial institutions involved in portfolio management, fund administration and securities processing. Privately owned, Vermeg clients include major financial institutions in 15 countries. Vermeg’s suite of business software solutions includes OMEGA Portfolio Management, OMEGA Fund Administration, MEGALEND for Securities Lending & Repo, MEGARA for securities settlement and custody, as well as the MEGACOR corporate actions solution. Visit Vermeg at http://www.vermeg.com.