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): December 12, 2018
Registrant’s Telephone Number, Including Area Code: (816) 237-7000
| 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 ( see General Instruction A.2. below):
☐ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 12, 2018, Novation Companies, Inc. (the “Company”) filed Articles of Amendment (the “Amendment”) to the Company’s Articles of Amendment and Restatement (the “Charter”) with the Maryland Department of Assessments and Taxation, amending the Charter to effect an increase in the number of authorized shares of the Company’s common stock to 780 million and correspondingly increasing the number of authorized shares of the Company’s capital stock to 800 million. The Amendment was approved by the Company’s shareholders at the Company’s 2018 annual meeting of shareholders held on October 4, 2018, which approval allowed the Company’s board of directors 12 months from the date of such annual meeting to determine to implement the Amendment at its discretion.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Amendment, which is filed as Exhibit 3.1 hereto, and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No . | Exhibits |
| 3.1 | Articles of Amendment to Articles of Amendment and Restatement |
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.
| NOVATION COMPANIES, INC. | |
| DATE: December 14, 2018 |
/s/ Carolyn K. Campbell |
|
Carolyn K. Campbell Chief Financial Officer |
Exhibit 3.1
ARTICLES OF AMENDMENT
NOVATION COMPANIES, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Maryland (the “MGCL”), hereby certifies to the Department of Assessments and Taxation of Maryland (the “Department”) that:
FIRST: The name of the Corporation is Novation Companies, Inc.
SECOND: The Corporation desires to, and does hereby, amend the charter of the Corporation as currently in effect (the “Charter”) pursuant to Section 2-604 of the MGCL.
THIRD: The Corporation’s Charter currently authorizes the Corporation to issue an aggregate of 120,000,000 shares of Capital Stock, consisting of 100,000,000 shares of common stock, $0.01 par value per share and 20,000,000 shares of preferred stock, $0.01 par value per share, of which 50,000 shares of preferred stock are currently designated as Series F Junior Participating Preferred Stock. The aggregate par value of all authorized shares of stock having par value is $1,200,000. The change effected by these Articles of Amendment is to increase the number of aggregate shares of Capital Stock the Corporation has the authority to issue to 800,000,000 shares of Capital Stock, consisting of 780,000,000 shares of common stock, $0.01 par value per share and 20,000,000 shares of preferred stock, $0.01 par value per share, of which 50,000 shares of preferred stock will remain designated as Series F Junior Participating Preferred Stock. The par value of all Capital Stock will remain $0.01 par value per share and the aggregate par value of all authorized shares of stock having par value will increase to $8,000,000.
FOURTH: The Charter is hereby amended by replacing paragraph A of Article V in its entirety with the following:
“A. The total number of shares of Capital Stock of all classes which the Corporation has authority to issue is 800,000,000 shares of Capital Stock, consisting of 780,000,000 shares of Common Stock, $0.01 par value per share (“Common Stock”), and 20,000,000 shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”), of which 50,000 shares of Preferred Stock are currently classed as Series F Junior Participating Preferred Stock. The aggregate par value of all authorized shares of stock having par value is $8,000,000. The Board of Directors may classify and reclassify any unissued shares of Capital Stock, whether now or hereafter authorized, by setting or changing in any one or more respects the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms or conditions of redemption of such shares of Capital Stock. All persons who acquire shares of Capital Stock or securities exercisable for or convertible into shares of Capital Stock shall acquire such shares subject to the provisions of the Charter (including Article X) and Bylaws of the Corporation.”
FIFTH: The foregoing amendment to the Charter as set forth in these Articles of Amendment has been duly approved by the Corporation’s Board of Directors (the “Board”) and the stockholders of the Corporation in accordance with the provisions of Section 2-604 of the MGCL.
SIXTH: These Articles of Amendment shall be effective upon the filing with the Department.
SEVENTH: The undersigned Chief Executive Officer and Chairman of the Board acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer and Chairman of the Board acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.
IN WITNESS WHEREOF, these Articles of Amendment have been executed by the Chief Executive Officer and Chairman of the Board of the Corporation, and attested to by its Chief Financial Officer, on this 4th day of December, 2018.
| ATTEST: | NOVATION COMPANIES, INC. | |||||
| By: |
/s/ Carolyn K. Campbell |
By: |
/s/ David W. Pointer |
|||
| Name: | Carolyn K. Campbell | Name: | David W. Pointer | |||
| Title: | Chief Financial Officer | Title: | Chief Executive Officer and Chairman of the Board | |||