MutualFundWire.com: GAMCO Changes States

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Monday, November 25, 2013

GAMCO Changes States

GAMCO [profile] is no longer in a New York state of mind.

The firm announced that at the Special Meeting of Shareholders held on November 20, 2013, its shareholders approved a change in the Company’s state of incorporation from New York to Delaware. Effective November 22, 2013, the reincorporation of GAMCO Investors, Inc. into Delaware was completed.

The shareholders also approved an amendment to the Company’s 2002 Stock Award and Incentive Plan to increase the number of shares of Class A Common Stock authorized and reserved for issuance thereunder by 2,000,000 shares.

More details about the change, from SEC filing, can be found below:

Effective as of November 22, 2013, GAMCO Investors, Inc. changed its state of incorporation from the State of New York to the State of Delaware. This reincorporation was effectuated by a merger (the “Reincorporation Merger”) of GAMCO Investors, Inc., a New York corporation (“GAMCO New York”), with and into GAMCO Investors, Inc., a Delaware corporation (“GAMCO Delaware”), then a wholly owned Delaware subsidiary established for such purpose. The Reincorporation Merger was approved by the requisite vote of stockholders at GAMCO New York's Special Meeting of Stockholders on November 20, 2013. GAMCO Delaware is deemed to be the successor issuer of GAMCO New York under Rule 12g-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). GAMCO New York and GAMCO Delaware, as issuer and successor issuer, respectively, under Rule 12g-3 of the Exchange Act, are collectively referred to herein as the “Registrant,” with references to the “Registrant” meaning GAMCO New York prior to the Reincorporation Merger and GAMCO Delaware after the Reincorporation Merger.

The Registrant is filing this Post-Effective Amendment No. 1 to the registration statements on Form S-8, File Nos. 333-172427, 333-126095 and 333-76748 (collectively the “Registration Statements”) filed with the Securities and Exchange Commission (the “Commission”), pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”), solely to update the Registration Statement as a result of the Registrant’s reincorporation in the State of Delaware from the State of New York via the Reincorporation Merger.

In connection with the Reincorporation Merger, GAMCO Delaware assumed the GAMCO Investors, Inc. 2002 Stock Award and Incentive Plan and the GAMCO Investors, Inc. 1999 Stock Award and Incentive Plan (collectively, the “Plans”) and all of the outstanding options and equity awards under the Plans. At the effective time of the Reincorporation Merger, (i) each issued and outstanding share of GAMCO New York’s Class A Common Stock, par value $0.001 per share, was automatically converted into one share of GAMCO Delaware Class A Common Stock, par value $0.001 per share (the “Common Stock”); and (ii) all options and other rights to acquire GAMCO New York’s Class A common stock outstanding immediately before the effective date of the Reincorporation Merger were also automatically converted into options and rights to acquire the same number of shares of the GAMCO Delaware’s Common Stock upon the same terms and conditions, including price.
The press release is below:

GAMCO Shareholders Approve Change in State of Incorporation & Authorize Increase in Class A Shares for Stock Award Plan

Rye, New York, November 25, 2013 – GAMCO Investors, Inc. (NYSE: GBL) announced today that, at the Special Meeting of Shareholders held on November 20, 2013, its shareholders approved a change in the Company’s state of incorporation from New York to Delaware and approved an amendment to the Company’s 2002 Stock Award and Incentive Plan to increase the number of shares of Class A Common Stock authorized and reserved for issuance thereunder by 2,000,000 shares. Effective November 22, 2013, the reincorporation of GAMCO Investors, Inc. into Delaware was completed.

GAMCO Investors, Inc., through its subsidiaries, manages private advisory accounts (GAMCO Asset Management Inc.), mutual funds and closed-end funds (Gabelli Funds, LLC), and partnerships and offshore funds (Gabelli Securities, Inc.). As of September 30, 2013, GAMCO had $43.5 billion in assets under management.

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

Our disclosure and analysis in this press release may contain some forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. In particular, these include statements relating to future actions, future performance and financial results. Although we believe that we are basing our expectations and beliefs on reasonable assumptions within the bounds of what we currently know about our business and operations, there can be no assurance that our actual results will not differ materially from what we expect or believe. We also direct your attention to any more specific discussions of risk contained in our Form 10-K and other public filings. We are providing these statements as permitted by the Private Litigation Reform Act of 1995. We do not undertake to update publicly any forwardlooking statements if we subsequently learn that we are unlikely to achieve our expectations or if we receive any additional information relating to the subject matters of our forward-looking statements.