|
California
(State or other jurisdiction of
incorporation or organization) |
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6282
(Primary Standard Industrial
Classification Code Number) |
| |
68-0176227
(I.R.S. Employer
Identification Number) |
|
|
Peter D. Fetzer
Jason M. Hille Foley & Lardner LLP 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 (414) 271-2400 |
| |
William J. Tuttle
Erin M. Lett Proskauer Rose LLP 1001 Pennsylvania Ave NW Suite 600 South Washington, DC 20004 (202) 416-6800 |
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Large accelerated filer
☐
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| |
Accelerated filer
☐
|
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Non-accelerated filer
☒
|
| |
Smaller reporting company
☒
|
|
| | | |
Emerging growth company
☐
|
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| | ||||||||
Title of Each Class of Securities to Be Registered
|
| | |
Proposed Maximum
Aggregate Offering Price(1)(2) |
| | |
Amount of
Registration Fee |
|
% Senior Notes due 2026
|
| | | $40,250,000 | | | | $4,391.28 | |
| | |
Page
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FUND KEY
|
| |||||||||
|
Name
|
| |
Symbol
|
| |
Name
|
| |
Symbol
|
|
| Hennessy Cornerstone Growth Fund | | |
HFCGX
|
| | Hennessy BP Energy Transition Fund | | |
HNRGX
|
|
| Hennessy Focus Fund | | |
HFCSX
|
| | Hennessy BP Midstream Fund | | |
HMSFX
|
|
| Hennessy Cornerstone Mid Cap 30 Fund | | |
HFMDX
|
| | Hennessy Gas Utility Fund | | |
GASFX
|
|
| Hennessy Cornerstone Large Growth Fund | | |
HFLGX
|
| | Hennessy Japan Fund | | |
HJPNX
|
|
| Hennessy Cornerstone Value Fund | | |
HFCVX
|
| | Hennessy Japan Small Cap Fund | | |
HJPSX
|
|
| Hennessy Total Return Fund | | |
HDOGX
|
| | Hennessy Small Cap Financial Fund | | |
HSFNX
|
|
| Hennessy Equity and Income Fund | | |
HEIFX
|
| | Hennessy Large Cap Financial Fund | | |
HLFNX
|
|
| Hennessy Balance Fund | | |
HBFBX
|
| | Hennessy Technology Fund | | |
HTECX
|
|
| |
Hennessy Funds
|
| | ||||||||||||
| |
Fund Returns* for the Period Ending August 31, 2021
|
| | ||||||||||||
| |
Fund
|
| |
One-
Month |
| |
Year-to-
Date |
| | ||||||
| |
Hennessy Cornerstone Growth Fund
|
| | | | 2.39% | | | | | | 21.92% | | | |
| |
Hennessy Focus Fund
|
| | | | 2.27% | | | | | | 26.77% | | | |
| |
Hennessy Cornerstone Mid Cap 30 Fund
|
| | | | -0.05% | | | | | | 27.17% | | | |
| |
Hennessy Cornerstone Large Growth Fund
|
| | | | 1.77% | | | | | | 29.34% | | | |
| |
Hennessy Cornerstone Value Fund
|
| | | | 1.16% | | | | | | 21.15% | | | |
| |
Hennessy Total Return Fund
|
| | | | 0.81% | | | | | | 10.39% | | | |
| |
Hennessy Equity and Income Fund
|
| | | | 1.05% | | | | | | 12.20% | | | |
| |
Hennessy Balanced Fund
|
| | | | 0.64% | | | | | | 7.44% | | | |
| |
Hennessy BP Energy Transition Fund
|
| | | | -1.97% | | | | | | 31.19% | | | |
| |
Hennessy BP Midstream Fund
|
| | | | -1.81% | | | | | | 30.95% | | | |
| |
Hennessy Gas Utility Fund
|
| | | | 1.04% | | | | | | 13.26% | | | |
| |
Hennessy Japan Fund
|
| | | | 4.70% | | | | | | -1.04% | | | |
| |
Hennessy Japan Small Cap Fund
|
| | | | -0.66% | | | | | | -0.39% | | | |
| |
Hennessy Large Cap Financial Fund
|
| | | | 4.09% | | | | | | 23.21% | | | |
| |
Hennessy Small Cap Financial Fund
|
| | | | 6.27% | | | | | | 34.26% | | | |
| |
Hennessy Technology Fund
|
| | | | 1.62% | | | | | | 16.86% | | | |
|
The Hennessy Funds Family
|
| ||||||
|
Domestic Equity
|
| |
Multi-Asset
|
| |
Sector and Specialty
|
|
|
Hennessy Cornerstone Growth Fund
|
| | Hennessy Total Return Fund | | |
Hennessy BP Energy Transition Fund
|
|
|
Hennessy Focus Fund
|
| |
Hennessy Equity and Income Fund
|
| | Hennessy BP Midstream Fund | |
|
Hennessy Cornerstone Mid Cap 30 Fund
|
| | Hennessy Balanced Fund | | | Hennessy Gas Utility Fund | |
|
Hennessy Cornerstone Large Growth Fund
|
| | | | | Hennessy Japan Fund | |
|
Hennessy Cornerstone Value Fund
|
| | | | | Hennessy Japan Small Cap Fund | |
| | | | | | |
Hennessy Large Cap Financial Fund
|
|
| | | | | | |
Hennessy Small Cap Financial Fund
|
|
| | | | | | | Hennessy Technology Fund | |
| | |
Nine months
ended June 30, 2021 |
| |
Nine months
ended June 30, 2020 |
| |
For the year
ended September 30, 2020 |
| |
For the year
ended September 30, 2019 |
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Statement of Operations Data | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment advisory fees
|
| | | $ | 22,458 | | | | | $ | 24,016 | | | | | $ | 30,831 | | | | | $ | 39,357 | | |
Shareholder service fees
|
| | | | 1,792 | | | | | | 2,002 | | | | | | 2,558 | | | | | | 3,358 | | |
Other
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Total revenue
|
| | | | 24,250 | | | | | | 26,018 | | | | | | 33,389 | | | | | | 42,715 | | |
Operating expenses
|
| | | | 16,242 | | | | | | 17,011 | | | | | | 22,070 | | | | | | 26,694 | | |
Operating income
|
| | | | 8,008 | | | | | | 9,007 | | | | | | 11,319 | | | | | | 16,021 | | |
Interest expense
|
| | | | – | | | | | | 447 | | | | | | 447 | | | | | | 1,084 | | |
Income before income tax expense
|
| | | | 8,010 | | | | | | 8,649 | | | | | | 10,691 | | | | | | 15,275 | | |
Income tax expense
|
| | | | 2,107 | | | | | | 2,276 | | | | | | 3,120 | | | | | | 4,244 | | |
Net income
|
| | | | 5,903 | | | | | | 6,373 | | | | | | 7,841 | | | | | | 11,031 | | |
| | |
June 30
|
| |
September 30
|
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Balance Sheet Data | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | $ | 99,803 | | | | | $ | 93,310 | | | | | $ | 94,786 | | | | | $ | 110,208 | | |
Short-term obligations
|
| | | | 4,482 | | | | | | 4,469 | | | | | | 5,092 | | | | | | 11,363 | | |
Long-term debt
|
| | | | – | | | | | | – | | | | | | – | | | | | | 13,048 | | |
Total liabilities
|
| | | | 17,617 | | | | | | 15,745 | | | | | | 16,608 | | | | | | 34,680 | | |
Total shareholders’ equity
|
| | | | 82,186 | | | | | | 77,565 | | | | | | 78,178 | | | | | | 75,528 | | |
Other | | | | | | | | | | | | | | | | | | | | | | | | | |
Average Assets Under Management
|
| | | $ | 4,151,415 | | | | | $ | 3,448,809 | | | | | $ | 4,098,404 | | | | | $ | 5,184,742 | | |
Dollar amounts in thousands (except per share amounts)
|
| |
Actual as of
June 30, 2021 |
| |
As Adjusted(1)
|
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Cash and cash equivalents
|
| | | $ | 14,038 | | | | | $ | | | |
Notes offered hereby
|
| | | | – | | | | | | | | |
Common stock, no par value, 22,500,000 shares authorized; 7,366,649 shares issued and outstanding as of June 30, 2021
|
| | | | 19,846 | | | | | | | | |
Retained earnings
|
| | | | 62,340 | | | | | | | | |
Total stockholders’ equity
|
| | | | 82,186 | | | | | | | | |
Total capitalization
|
| | | $ | 99,803 | | | | | $ | | | |
Name
|
| |
Number of
Shares Owned |
| |
Percent
of Class |
| |
Additional Information
|
| ||||||
Neil J. Hennessy
|
| | | | 2,086,758 | | | | | | 28.23% | | | | Includes (A) 2,020,946 shares held jointly with his spouse, over which Mr. Hennessy has shared voting and dispositive power, and (B) 25,312 shares held solely by his spouse. | |
Teresa M. Nilsen
|
| | | | 140,477 | | | | | | 1.9% | | | |
Includes (A) 86,236 shares held jointly
with her spouse, over which Ms. Nilsen has shared voting and dispositive power, (B) 17,285 shares held by Ms. Nilsen and by her spouse as custodian for their children, over which Ms. Nilsen has shared voting and dispositive power, and (C) 1,518 shares held solely by her spouse. |
|
Daniel B. Steadman
|
| | | | 57,121 | | | | | | * | | | |
Includes (A) 34,683 shares held jointly
with his spouse, over which Mr. Steadman has shared voting and dispositive power, and (B) 750 shares held solely by his child. |
|
Henry Hansel
|
| | | | 187,763 | | | | | | 2.5% | | | | None. | |
Brian A. Hennessy
|
| | | | 291,126 | | | | | | 3.9% | | | | Includes (A) 254,004 shares held jointly with his spouse, over which Mr. Hennessy has shared voting and dispositive power, and (B) 12,655 shares held solely by his spouse. | |
Daniel G. Libarle
|
| | | | 101,058 | | | | | | 1.4% | | | |
Includes 89,246 shares held jointly with
his spouse, over which Mr. Libarle has shared voting and dispositive power. |
|
Rodger Offenbach
|
| | | | 124,710 | | | | | | 1.7% | | | |
Includes (A) 97,626 shares held jointly
with his spouse, over which Mr. Offenbach has shared voting and dispositive power, and (B) 6,370 shares held solely by his spouse. |
|
Name
|
| |
Number of
Shares Owned |
| |
Percent
of Class |
| |
Additional Information
|
| ||||||
Susan W. Pomilia
|
| | | | 110,156 | | | | | | 1.5% | | | |
Includes (A) 33,000 shares held jointly
with her spouse, over which Ms. Pomilia has shared voting and dispositive power, and (B) 65,344 shares held solely by her spouse. |
|
Thomas L. Seavey
|
| | | | 69,478 | | | | | | * | | | | None. | |
Kathryn R. Fahy
|
| | | | 53,907 | | | | | | * | | | | Includes 16,805 shares held solely by the estate of her late spouse. | |
Eden Capital Management, LLC(1)
|
| | | | 527,394 | | | | | | 7.1% | | | | Includes 527,394 shares with shared voting and dispositive power, and 120,000 shares with sole voting and dispositive power. | |
All directors and executive officers (10 individuals)
|
| | | | 3,222,554 | | | | | | 43.6% | | | | None. | |
Underwriters
|
| |
Principal Amount
of Notes |
| |||
Oppenheimer & Co. Inc.
|
| | | $ | | | |
Janney Montgomery Scott LLC
|
| | | | | | |
Total
|
| | | $ | | | |
| | |
Per Note
|
| |
Without Over-
Allotment Option |
| |
With Over-
Allotment Option |
| |||||||||
Public offering price
|
| | | $ | | | | | $ | | | | | $ | | | |||
Underwriting discounts and commissions ( % of public offering price)
|
| | | $ | | | | | $ | | | | | $ | | | |||
Proceeds (before expenses)
|
| | | $ | | | | | $ | | | | | $ | | | |
Item
|
| |
Amount
|
| |||
Registration Fee Under the Securities Act of 1933
|
| | | $ | | | |
Printing and Engraving Fees
|
| | | $ | | | |
Professional Fees and Expenses
|
| | | $ | | | |
Accounting Fees and Expenses
|
| | | $ | | | |
Transfer agent and registrar fees and expenses
|
| | | $ | | | |
Miscellaneous Expenses
|
| | | $ | | | |
Total | | | | $ | | | |
|
NAME
|
| |
DATE
|
|
|
/s/ Neil J. Hennessy
Neil J. Hennessy
Chief Executive Officer and Chairman of the Board of Directors |
| |
September 23, 2021
|
|
|
/s/ Teresa M. Nilsen
Teresa M. Nilsen
President, Chief Operating Officer, Secretary, and Director (As a duly authorized officer on behalf of the Registrant and Principal Executive Officer) |
| |
September 23, 2021
|
|
|
/s/ Kathryn R. Fahy
Kathryn R. Fahy
Chief Financial Officer and SeniorVice President (Principal Financial and Accounting Officer) |
| |
September 23, 2021
|
|
|
NAME
|
| |
DATE
|
|
| | | | ||
|
/s/ Daniel B. Steadman
Daniel B. Steadman
Executive Vice President and Director |
| |
September 23, 2021
|
|
|
/s/ Henry Hansel
Henry Hansel
Director |
| |
September 23, 2021
|
|
|
/s/ Brian A. Hennessy
Brian A. Hennessy
Director |
| |
September 23, 2021
|
|
|
/s/ Daniel G. Libarle
Daniel G. Libarle
Director |
| |
September 23, 2021
|
|
|
/s/ Rodger Offenbach
Rodger Offenbach
Director |
| |
September 23, 2021
|
|
|
/s/ Susan W. Pomilia
Susan W. Pomilia
Director |
| |
September 23, 2021
|
|
|
/s/ Thomas L. Seavey
Thomas L. Seavey
Director |
| |
September 23, 2021
|
|