**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**Form 10-K/A**

 

**Amendment No. 1**

**Annual Report Pursuant to Section 13 or 15(d)**

**of the Securities Exchange Act of 1934**

 

| For  the fiscal year ended: **December 31,  2007** |   | Commission  file number: **000-52048** |
|---------------------------------------------------------|--------|----------------------------------------|

 

**CowenGroup, Inc.**

 (Exact name of registrant asspecified in its charter)

 

| **Delaware**                                                  | ** ** | **84-1702964**                        |
|---------------------------------------------------------------|------------|---------------------------------------|
| (State or other jurisdiction ofincorporation or organization) |       | (I.R.S. Employer  Identification No.) |

 

**1221 Avenue of the Americas**

**New York, New York 10020**

**(646) 562-1000**

(Address, including zip code, and telephone number, including area code,of registrant’s principal executive office)

 

Securities registered pursuant to Section 12(b) of the Act:

 

| **Title of Each Class**                 | ** ** | **Name of Exchange on Which Registered** |
|-----------------------------------------|------------|------------------------------------------|
| Common Stock, par value $0.01 per share |       | The Nasdaq Global Market                 |

 

Securities registered pursuant to Section 12(g) of the Act:None

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.    Yes o    No x

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or 15(d) of the Act.    Yes o    No x

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.    Yes x   No o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of the Annual Report on Form 10-Kor any amendment to the Annual Report on Form 10-K.    o

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company. Seedefinitions of “large accelerated filer,” “accelerated filer,” and “smallerreporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large accelerated filer o |   | Accelerated filer x |   | Non-accelerated filer o |   | Smaller reporting company o |
|--------------------------------|--------|--------------------------|--------|------------------------------|--------|----------------------------------|

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Act).    Yes o    No x

 

Theaggregate market value of the common stock of the registrant held bynon-affiliates of the registrant on June 30, 2007, the last business dayof the registrant’s most recently completed second fiscal quarterwas: $284,498,075.

 

Asof March 10, 2008 there were 14,593,478 shares of the registrant’s commonstock outstanding.

 

Documentsincorporated by reference:

 

Part IIIof this Annual Report on Form 10-K incorporates by reference information(to the extent specific sections are referred to herein) from the Registrant’sProxy Statement for its 2008 Annual Meeting of Stockholders.

 

 

----

 

** **

**ExplanatoryNote**

** **

**Cowen Group, Inc. (“the “Company”) is filingthis Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-Kfor the fiscal year ended December 31, 2007 (the “Form 10-K”), solelyto include Exhibit 23.1, Consent of Independent Registered PublicAccounting Firm.  This Amendment No. 1on Form 10-K/A does not change the previously reported financialstatements or any of the other disclosure contained in the original Form 10-K.  Part IV is also amended to add newcertifications in accordance with Rule 13a-14(a) of the SecuritiesExchange Act of 1934.**

** **

**Item 15.    Exhibitsand Financial Statement Schedules**

 

(a)                                  Documents filed as part of this AnnualReport on Form 10-K:

 

1.                                       Consolidated Financial Statements

 

The consolidatedfinancial statements required to be filed in the Annual Report on Form 10-Kare listed on page F-1 of the Form 10-K. The required financialstatements appear on pages F-1 through F-39 of the Form 10-K.

 

2.                                       Financial Statement Schedules

 

Separate financialstatement schedules have been omitted from the Form 10-K either becausethey are not applicable or because the required information is included in theconsolidated financial statements.

 

3.                                       Exhibits

 

See the Exhibit Indexon pages E-1 through E-2 for a list of the exhibits being filed orfurnished with or incorporated by reference into this Annual Report on Form 10-K.

 

**SIGNATURE**

** **

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

 
|                             | COWEN GROUP, INC. |
|----------------------------------|-------------------|
|                             |              |
|                             |              |   |
|                             | By:               | /s/ David M. Malcolm |
|                             | Name:             | David M. Malcolm |
|                             | Title:            | Chief Executive Officer  and President |
|                             |              |   |
|                             |              |   |
| Dated:  April 3,  2008 |              |   |

 

 

2

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** **

**Exhibit Index**

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                                                                                                                                                                               |
|----------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                  |       | Amended and Restated Certificate of Incorporation  (incorporated by reference from Exhibit 3.1 on Form 10-Q for the  quarter ended June 30, 2006)                                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                                                                          |
| 3.2                  |       | Amended and Restated Bylaws (incorporated by  reference from Exhibit 3.2 to Current Report on Form 8-K dated  November 13, 2007)                                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                          |
| 4.1                  |       | Specimen Common Stock Certificate (incorporated by  reference from Exhibit 4.1 on Form S-1/A filed on June 12,  2006)                                                                                                                                                                          |
|                 |       |                                                                                                                                                                                                                                                                                                          |
| 4.2                  |       | Stockholders Agreement between SG Americas  Securities Holdings, Inc. and Cowen Group, Inc. (incorporated by  reference from Exhibit 4.1 on Form 10-Q for the quarter ended  June 30, 2006)                                                                                     |
|                 |       |                                                                                                                                                                                                                                                                                                          |
| 10.1                 |       | Separation Agreement among Société Générale, SG  Americas, Inc., SG Americas Securities Holdings, Inc., Cowen and  Company, LLC and Cowen Group, Inc. (incorporated by reference from  Exhibit 10.1 on Form 10-Q for the quarter ended June 30, 2006)       |
|                 |       |                                                                                                                                                                                                                                                                                                          |
| 10.2                 |       | Tax Matters Agreement among SG Americas, Inc.,  SG Americas Securities Holdings, Inc., Cowen and Company, LLC and Cowen  Group, Inc. (incorporated by reference from Exhibit 10.2 on  Form 10-Q for the quarter ended June 30, 2006)                                            |
|                 |       |                                                                                                                                                                                                                                                                                                          |
| 10.3                 |       | Employment Agreement of Kim S. Fennebresque  (incorporated by reference from Exhibit 10.3 on Form S-1/A filed on  June 12, 2006)*                                                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                                                                          |
| 10.4                 |       | 2006 Equity and Incentive Plan (incorporated by  reference from Exhibit 4.1 on Form S-1/A filed on June 12,  2006)*                                                                                                                                                                            |
|                 |       |                                                                                                                                                                                                                                                                                                          |
| 10.5                 |       | Sublease, dated as of December 19, 2005,  between Société Générale and SG Cowen & Co., LLC (incorporated by  reference from Exhibit 10.5 on Form S-1 filed on March 21,  2006)                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                          |
| 10.6                 |       | Lease, dated as of October 29, 1993, between  Rock-McGraw, Inc. and Société Générale (incorporated by reference from  Exhibit 10.5(a) on Form S-1/A filed on May 17, 2006)                                                                                  |
|                 |       |                                                                                                                                                                                                                                                                                                          |
| 10.7                 |       | Supplemental Indenture, dated as of May 5,  1998, between Rock-McGraw, Inc. and Société Générale (incorporated by  reference from Exhibit 10.5(a)(i) on Form S-1/A filed on  May 17, 2006)                                                                  |
|                 |       |                                                                                                                                                                                                                                                                                                          |
| 10.8                 |       | Master Services Agreement, dated as of  January 21, 2005, between SG Cowen & Co., LLC and Savvis  Communications Corp. (incorporated by reference from Exhibit 10.6 on  Form S-1/A filed on May 17, 2006)                                                                        |
|                 |       |                                                                                                                                                                                                                                                                                                          |
| 10.9                 |       | Services Agreement, dated as of December 6,  2004, between SG Cowen & Co., LLC and Hewlett-Packard Company  (incorporated by reference from Exhibit 10.7 on Form S-1/A filed on  May 17, 2006)                                                                                   |
|                 |       |                                                                                                                                                                                                                                                                                                          |
| 10.10                |       | Indemnification Agreement among Société Générale,  SG Americas Securities Holdings, Cowen and Company, LLC and Cowen  Group, Inc. (incorporated by reference from Exhibit 10.4 on  Form 10-Q for the quarter ended June 30, 2006)                                |
|                 |       |                                                                                                                                                                                                                                                                                                          |
| 10.11                |       | Employee Matters Agreement among Société Générale,  SG Americas, Inc., SG Americas Securities Holdings, Inc., Cowen and  Company, LLC and Cowen Group, Inc. (incorporated by reference from  Exhibit 10.5 on Form 10-Q for the quarter ended June 30, 2006) |

 

 

E-1

----

 

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                                                                                                                                                                                   |
|----------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.12                |       | Transition Services Agreement among Société  Générale, SG Americas, Inc., SG Americas Securities Holdings, Inc.,  Cowen and Company, LLC and Cowen Group, Inc. (incorporated by reference  from Exhibit 10.6 on Form 10-Q for the quarter ended June 30,  2006) |
|                 |       |                                                                                                                                                                                                                                                                                                              |
| 10.13                |       | Escrow Agreement among SG Americas Securities  Holdings, Inc., Cowen and Company, LLC, Cowen Group, Inc. and  the escrow agent (incorporated by reference from Exhibit 10.7 on  Form 10-Q for the quarter ended June 30, 2006)                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                              |
| 10.14                |       | Form of Director Award Agreement (incorporated  by reference from Exhibit 99.1 on Form 8-K filed on  September 14, 2006)*                                                                                                                                                                     |
|                 |       |                                                                                                                                                                                                                                                                                                              |
| 10.15                |       | Form of 2006 Equity Award Agreement for  Executive Officers (incorporated by reference from Exhibit 10.15 on  Form 10-K for the year ended December 31, 2006)*                                                                                                                                |
|                 |       |                                                                                                                                                                                                                                                                                                              |
| 10.16                |       | Employment Agreement of J. Kevin McCarthy  (incorporated by reference from Exhibit 10.16 on Form 10-K for the  year ended December 31, 2006)*                                                                                                                                                      |
|                 |       |                                                                                                                                                                                                                                                                                                              |
| 10.17                |       | Form of 2006 Executive Incentive Award  Agreement (incorporated by reference from Exhibit 10.17 on  Form 10-K for the year ended December 31, 2006)*                                                                                                                                          |
|                 |       |                                                                                                                                                                                                                                                                                                              |
| 10.18                |       | Form of 2006 Incentive Award Agreement with Kim  S. Fennebresque (incorporated by reference from Exhibit 10.18 on  Form 10-K for the year ended December 31, 2006)*                                                                                                                           |
|                 |       |                                                                                                                                                                                                                                                                                                              |
| 10.19                |       | Amended and Restated Employment Agreement of Kim S.  Fennebresque (incorporated by reference from Exhibit 10.1 to Current  Report on Form 8-K dated November 13, 2007)*                                                                                                                            |
|                 |       |                                                                                                                                                                                                                                                                                                              |
| 10.20                |       | Resignation Agreement of Kim S. Fennebresque  (incorporated by reference from Exhibit 10.1 to Current Report on  Form 8-K dated March 4, 2008)*                                                                                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                                                              |
| 10.21                |       | Employment Agreement of Kim S. Fennebresque  (incorporated by reference from Exhibit 10.2 to Current Report on  Form 8-K dated March 4, 2008)*                                                                                                                                                     |
|                 |       |                                                                                                                                                                                                                                                                                                              |
| 10.22                |       | Employment Agreement of David M. Malcolm  (incorporated by reference from Exhibit 10.3 to Current Report on  Form 8-K dated March 4, 2008)*                                                                                                                                                        |
|                 |       |                                                                                                                                                                                                                                                                                                              |
| 10.23                |       | 2007 Equity and Incentive Plan (incorporated by  reference from Exhibit 10-1 to the Current Report on Form 8-K dated  June 7, 2007)*                                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                              |
| 10.24                |       | Form of 2007 Equity Award Agreement for  Executive Officers (filed previously)*                                                                                                                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                                                                              |
| 21.1                 |       | List of Subsidiaries of Cowen Group, Inc.  (filed previously)                                                                                                                                                                                                                                                |
|                 |       |                                                                                                                                                                                                                                                                                                              |
| 23.1                 |       | Consent of Independent Registered Public Accounting  Firm (filed herewith)                                                                                                                                                                                                                                        |
|                 |       |                                                                                                                                                                                                                                                                                                              |
| 31.1                 |       | Certification of CEO Pursuant to Section 302 of  Sarbanes-Oxley Act of 2002 (filed previously)                                                                                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                              |
| 31.2                 |       | Certification of CFO Pursuant to Section 302 of  Sarbanes-Oxley Act of 2002 (filed previously)                                                                                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                              |
| 31.3                 |       | Certification of CEO Pursuant to Section 302 of  Sarbanes-Oxley Act of 2002 (filed herewith)                                                                                                                                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                              |
| 31.4                 |       | Certification of CFO Pursuant to Section 302 of  Sarbanes-Oxley Act of 2002 (filed herewith)                                                                                                                                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                              |
| 32                   |       | Certification of CEO and CFO Pursuant to  Section 906 of Sarbanes-Oxley Act of 2002 (furnished previously)                                                                                                                                                                                                   |

 

 

E-2

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