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): January 4, 2010
CompuCredit
Holdings Corporation
(Exact
name of registrant as specified in its charter)
| Georgia | 000-53717 | 58-2336689 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Five
Concourse Parkway, Suite 400, Atlanta, Georgia 30328
(Address
of principal executive offices)
Registrant’s
telephone number, including area code:770-828-2000
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
7.01.
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Regulation
FD Disclosure.
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On
January 4, 2010, Purpose Financial Holdings, Inc. (“Purpose Financial”), a
wholly owned subsidiary of CompuCredit Holdings Corporation (the “Company”),
filed a Form 10 Registration Statement and a related Information Statement with
the U.S. Securities and Exchange Commission (“SEC”), in connection with the
Company’s previously announced consideration of a tax-free spin-off of its U.S.
and U.K. micro-loan businesses into a separate publicly traded
entity.
The Form
10 and Information Statement contain preliminary information regarding the
business and management of Purpose Financial, as well as important details about
the proposed spin-off transaction. The spin-off is expected to be a tax-free
transaction. Completion of the spin-off is subject to numerous conditions,
including final approval by the Company’s Board of Directors and the
effectiveness of the Form 10.
Assuming
that all the necessary approvals are obtained, the Company would mail to its
shareholders the Information Statement prior to the effective date of the
spin-off. The Form 10 filed by Purpose Financial is available on the SEC’s
website at www.sec.gov under the company name Purpose Financial Holdings,
Inc. The Company’s press release regarding the potential spin-off is
attached as Exhibit 99.1 hereto and is incorporated herein by
reference.
Exhibit 99.1 contains forward-looking
statements within the meaning of the federal securities laws. These statements
are present expectations and are subject to the limitations listed therein and
in the Company’s other SEC reports, and actual events or results may differ
materially from those in the forward-looking statements.
The information in this Item 7.01,
including Exhibit 99.1, is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities under that Section, and
shall not be deemed incorporated by reference into any filing of the Company
under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit
Number
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Description of
Exhibit
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99.1
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Press
Release issued by CompuCredit Holdings Corporation on January 4,
2010.
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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 hereunto duly
authorized.
| COMPUCREDIT HOLDINGS CORPORATION | |||
| Dated: January 4, 2010 | By: | /s/ J.Paul Whitehead, III | |
| Name: | J.Paul Whitehead, III | ||
| Title: | Chief Financial Officer | ||
EXHIBIT
INDEX
Form
8-K
January
4, 2010
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Filed
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Exhibit
No.
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Description
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Herewith
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By
Reference
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99.1
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Press
Release issued by CompuCredit Holdings Corporation on January 4,
2010.
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X
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