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)
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January
29, 2009
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Virtus
Investment Partners, Inc.
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(Exact
Name of Registrant as Specified in
Charter)
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Delaware
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1-10994
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95-4191764
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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100
Pearl St., 9th Floor, Hartford, CT
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06103
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(800)
248-7971
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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 (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
January 29, 2009, the Board of Directors of Virtus Investment Partners, Inc.
(the “Company”)
elected Mr. Barry M. Cooper and Mr. Ross F. Kappele to the Company's Board of
Directors effective as of the same date.
Messrs.
Cooper and Kappele were nominated to the Board of Directors by Harris Bankcorp,
Inc. (the “Investor”), a U.S.
subsidiary of the Bank of Montreal, pursuant to the terms of the Investment and
Contribution Agreement, dated October 30, 2008, by and among the Company, the
Investor, Phoenix Investment Management Company and The Phoenix Companies, Inc.
(the “Investment
Agreement”) and in accordance with the Company’s Certificate of
Designations of Series A Non-Voting Convertible Preferred Stock and Series B
Voting Convertible Preferred Stock. Under the Investment Agreement, the Investor
has the right to nominate one director to the Company’s Board of Directors.
Additionally, so long as at least 66-2/3% of the Company’s Series B Voting
Convertible Preferred Stock (the “Series B Preferred
Stock”) initially sold to the Investor is outstanding, the holders of a
majority of the then outstanding shares of Series B Preferred Stock have the
right to elect one director. The Investor holds 45,000 shares of the
Company’s Series B Preferred Stock which is currently convertible into
approximately 23% of the Company’s fully diluted common stock.
Mr.
Kappele is currently the President and a director of the Guardian Group of Funds
Ltd. (“GGOF”),
an indirect wholly-owned subsidiary of Bank of Montreal, and serves on the
board of directors of GGOF American Equity Fund Ltd., BMO Guardian Canadian
Balanced Fund, GGOF Canadian Equity Fund Ltd., and GGOF Monthly Dividend Fund
Ltd., each of which is a subsidiary of GGOF. Mr. Kappele also serves
on the board of directors of BMO Investments Inc. and BMO Global Tax Advantage
Funds Inc., each of which is ultimately owned by the Bank of
Montreal.
Mr.
Cooper is currently the President and Chief Executive Officer of Jones Heward
Investments, Inc., a director of BMO Harris Investment Management Inc., and
Chairman of Jones Heward Investment Counsel, the Canadian Institutional
Investment Management Division of the Bank of Montreal. Mr.
Cooper also sits on the board of directors of several entities that are
ultimately owned by the Bank of Montreal including BMO Investments Inc., BMO
Global Tax Advantage Funds Inc., Pyrford International Ltd., and
GGOF. In addition, prior to his appointment as a director of the
Company, Mr. Cooper was an executive officer and Chairman of Harris Investment
Management, Inc. (“HIM”), a wholly-owned
subsidiary of the Investor that is ultimately owned by the Bank of Montreal, and
currently serves as a director of HIM Monegy, Inc., a wholly-owned subsidiary of
HIM. The Company has sub-advisory and other contractual relationships with
HIM. A description of the Company’s material relationships with HIM
is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference into this item.
Neither
Messrs. Cooper or Kappele will currently serve on any of the committees of the
Board of Directors nor will they currently receive compensation from the Company
for their service as directors on the Board of Directors.
The
Company’s press release announcing the elections of Messrs. Cooper and Kappele
is filed with this report as Exhibit 99.2.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1
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Virtus
Investment Partners, Inc. Executive Severance Allowance Plan, as
amended
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99.1
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Certain
Material Relationships between the Company and Harris Investment
Management Inc. (“HIM”)
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99.2
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Press
Release of Virtus Investment Partners, Inc. dated February 4,
2009
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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.
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VIRTUS
INVESTMENT PARTNERS, INC.
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Dated: February
4, 2009
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By:
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/s/
Michael A. Angerthal
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Name:
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Michael
A. Angerthal
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Title:
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Chief
Financial Officer
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