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Gleacher & Company, Inc. (Nasdaq:GLCH) is incorporated under the laws of the State of Delaware. The Company’s common stock is traded on The NASDAQ Global Market under the symbol “GLCH.”  As stated below, the Company plans to delist its common stock from the NASDAQ Global Market and to deregister its common stock under the Securities Exchange Act of 1934, as amended.

 

The Company has announced that its Board of Directors has determined that it is in the best interests of the Company’s stockholders for the Company to dissolve, liquidate and distribute to stockholders its available assets.  The Company’s stockholders approved this action at the Company’s 2014 Annual Stockholders Meeting held May 29, 2014.

 

The Company has also announced its intention to voluntarily delist its common stock, par value $0.01 per share, from the NASDAQ Global Market and to file a Certificate of Dissolution with the Delaware Secretary of State at or about the time the delisting of the Company’s common stock becomes effective. After the filing of the Certificate of Dissolution, the Board expects to adopt a Plan of Distribution, which is expected to include an initial liquidating distribution to stockholders. The Company expects that the initial liquidating distribution will be paid to stockholders of record as soon as practicable after the effective date of the filing of the Certificate of Dissolution with the Delaware Secretary of State. 

 

Following the delisting, securities brokers may make a market for interests in the Company's common stock in the “over-the-counter” market. The Company does not intend to actively facilitate any such market.

 

Contemporaneous with delisting of the Company’s common stock, the Company intends to file a Form 15 with the SEC to voluntarily effect deregistration of its securities under the Securities Exchange Act of 1934, as amended. The Company expects that its obligation to file periodic and current reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, will be suspended upon the filing of the Form 15. After the Company’s periodic reporting requirements are suspended, the Company intends to continue to make available to its stockholders unaudited financial information. 

 

 

Forward-looking statements

 

The information on this website contains “forward-looking statements.” These statements are not historical facts but instead represent the Company’s belief or plans regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. The Company’s forward-looking statements are subject to various risks and uncertainties, including the risks and other factors identified herein and in other public disclosures made by the Company from time to time, including in the Company’s periodic and current reports and other filings made by the Company with the Securities and Exchange Commission. As a result, the Company’s actual results may differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements include, without limitation, statements regarding the proposed delisting and deregistration of the Company’s common stock and the dissolution and liquidation of the Company. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from the Company’s expectations of future results, performance or achievements expressed or implied by such forward-looking statements. Although the Company believes that the expectations reflected in any forward-looking statements are reasonable, it cannot guarantee future events or results. Except as may be required under federal law, the Company undertakes no obligation to update any forward-looking statements for any reason, even if new information becomes available or other events occur.