8-K 1 c70073e8vk.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION 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) June 6, 2002 Stockwalk Group, Inc. (Exact Name of Registrant as Specified in Its Charter) Minnesota 0-22247 41-1756256 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 5500 Wayzata Boulevard, Suite 800, Minneapolis, Minnesota 55416 (Address of Principal Executive Offices) (Zip Code) 763.542.6000 (Registrant's Telephone Number, Including Area Code) (Former Name or Former Address, if Changed Since Last Report) 1 Capitalized terms used, but not defined, herein shall have the same meanings as in the Plan of Reorganization (as defined herein). Item 3. Bankruptcy or Receivership. As previously reported, on February 11, 2002, Stockwalk Group, Inc. (the "Company") filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court for the District of Minnesota. The petition has been administered under the case name IN RE: STOCKWALK GROUP, INC., Case No. 02-40585 (RJK), with the Honorable Robert J. Kressel, United States Bankruptcy Judge, presiding over the case. The Company operated its business as a debtor-in-possession through the Effective Date (as defined herein). A hearing on the confirmation of the Company's Third Amended Plan of Reorganization (the "Plan of Reorganization") was held on May 21, 2002, and the Plan of Reorganization was confirmed by the Bankruptcy Court pursuant to an Order and Notice Confirming Plan and Fixing Time Limits entered on said date (the "Confirmation Order"). A copy of the Confirmation Order is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the Plan of Reorganization is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The Confirmation Order become a Final Order on May 31, 2002 (the "Effective Date"). Set forth below is a summary of the material terms of the Plan of Reorganization, together with an indication of the Company's outstanding equity shareholdings and information regarding the assets and liabilities of the Company as of May 21, 2002. The following summary is qualified in its entirety by reference to the Confirmation Order and the Plan of Reorganization, copies of which are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. The Plan of Reorganization provides that all Claims (as described below) are "impaired" claims that will receive the following treatment:

As of May 21, 2002, the latest practicable date that such information is available, and before giving effect to the consummation of the Plan of Reorganization, the Company projected that it had consolidated assets with a book value of approximately $43,509,300 and liabilities with a book value of approximately $80,778,446. For more information about such assets and liabilities, see the Current Report on Form 8-K filed by the Company on May 3, 2002. Before giving effect to the consummation of the Plan of Reorganization, the Company had 32,750,614 shares of its common stock issued and outstanding. As of the Effective Date, the Company had 17,000,000 shares of its common stock issued and outstanding. Item 5. Other Events. On the Effective Date of the reorganization of the Company, described under Item 3 above, the Company experienced a reduction in the number of holders of the Company's common stock 3 to below 300 shareholders. The Company intends to make appropriate filings with the Securities and Exchange Commission to relieve itself of its filing obligations under the Securities Exchange Act of 1934, as amended. This Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy any securities. Certain financial information included in this Current Report on Form 8-K and the Plan of Reorganization, including statements that are not a statement of historical fact, may constitute forward-looking statements. The Company's actual results could differ materially from those anticipated in these forward-looking statements. Item 7. Exhibits. 99.1 Order And Notice Confirming Plan And Fixing Time Limits dated May 21, 2002. 99.2 Third Amended Plan of Reorganization dated May 21, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. STOCKWALK GROUP, INC. Dated: June 6, 2002 By: /s/ Jeffrey L. Houdek ------------------------- Name: Jeffrey L. Houdek Chief Financial Officer EXHIBIT INDEX 99.1 Order and Notice Confirming Plan and Fixing Time Limits 99.2 Plan of Reorganization 4

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