SECURITIES AND
EXCHANGE COMMISSION
UNITED STATES
Washington, DC 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) December 9, 2008
HENNESSY
ADVISORS, INC.
(Exact name of registrant as specified in its charter)
| California |
000-49872 |
68-01763227 |
| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
| 7250 Redwood Blvd., Suite 200 |
94945 |
| Novato, California |
|
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s
telephone number including area code: (415) 899-1555
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
December 9, 2008, Hennessy Advisors, Inc. (the “Company”) reached a definitive
agreement to acquire certain assets of Voyageur Asset Management Inc. that relate to the
management of the Tamarack Value Fund and the Tamarack Large Cap Growth Fund. These two
funds have combined assets of just under $200 million. Upon completion of the
transactions, the Company will become the manager of the Tamarack Value Fund and Voyageur
Asset Management will act as the Fund’s sub-advisor. The fund will be named Hennessy Select Large Value Fund. The assets related to the
Tamarack Large Cap Growth Fund will be invested in the currently unfunded Hennessy Cornerstone Large Growth Fund
(f/k/a Hennessy Large Cap Growth Fund),
with the Company as the manager of the Fund. The transactions have been approved by the
Board of Directors of the Company and the Board of Directors of Voyageur Asset Management
Inc., but are still subject to customary closing conditions and are subject to the
approvals of the Board of Trustees of Hennessy Funds Trust, the Board of Trustees of
Tamarack Funds Trust and the shareholders of the Tamarack Value Fund and the Tamarack
Large Cap Growth Fund.
The
cash purchase price for the Tamarack Value Fund is an initial payment of 0.75% of the
aggregate net asset value of the Tamarack Value Fund as of the close of business on the
business day immediately preceding the date the transaction closes (the “Closing
NAV”), to be paid at closing, with an additional contingent cash payment of up to
0.75% of the Closing NAV to be paid six months after the closing. The cash purchase price
for the Tamarack Large Cap Growth Fund is 2.00% of the aggregate net asset value of the
Tamarack Large Cap Growth Fund as of the close of business on the business day immediately
preceding the date the transaction closes, to be paid at the closing. The transactions are
expected to close in March of 2009. The agreements include customary
representations, warranties and covenants.
A
copy of the press release announcing the transactions is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
| Item 9.01. |
Financial
Statements and Exhibits |
| 2.1 |
Asset
Purchase Agreement (for Tamarack Value Fund), dated as of December 9, 2008, between
Hennessy Advisors, Inc. and Voyageur Asset Management Inc.* |
| 2.2 |
Asset
Purchase Agreement (for Tamarack Large Cap Growth Fund), dated as of December 9, 2008,
between Hennessy Advisors, Inc. and Voyageur Asset Management Inc.* |
| |
* |
The
related schedules to the agreement are not being filed herewith. Hennessy Advisors, Inc.
agrees to furnish supplementally a copy of any such schedules to the
Securities and Exchange Commission upon request. |
2
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
HENNESSY ADVISORS, INC. |
|
(registrant) |
December 12, 2008 |
By: /s/ Neil J. Hennessy |
|
Neil J. Hennessy |
|
President |
3
HENNESSY ADVISORS, INC.
Exhibit Index to
Current Report on Form 8-K dated December 9, 2008
| 2.1 |
Asset
Purchase Agreement (for Tamarack Value Fund), dated as of December 9, 2008, between
Hennessy Advisors, Inc. and Voyageur Asset Management Inc.* |
| 2.2 |
Asset
Purchase Agreement (for Tamarack Large Cap Growth Fund), dated as of December 9, 2008,
between Hennessy Advisors, Inc. and Voyageur Asset Management Inc.* |
| * |
The
related schedules to the agreement are not being filed herewith. Hennessy Advisors, Inc.
agrees to furnish supplementally a copy of any such schedules to the Securities and
Exchange Commission upon request. |