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): July 29, 2004
INDEPENDENCE HOLDING COMPANY
(Exact name of registrant as Specified in Charter)
Delaware 0-10306 58-1407235
(State or Other Jurisdiction of (Commission file (I.R.S. Employer
Incorporation) number) Identification No.)
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96 Cummings Point Road
Stamford, Connecticut 06902
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (203) 358-8000
INDEPENDENCE HOLDING COMPANY
FORM 8-K
CURRENT REPORT
TABLE OF CONTENTS
Page
Item 5. Other Events.....................................................3
Item 7. Exhibits.........................................................3
Signature....................................................................4
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Item 5. Other Events.
On July 29, 2004, Independence Holding Company (the "Company") filed an amendment (the "Amendment") to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to reflect an increase in the number of shares of common stock, $1.00 par value per share, which the Company has authority to issue by 5,000,000 from 15,000,000 to 20,000,000, and, consequently, to increase the total number of shares of all classes of stock which the Company shall have authority to issue by 5,000,000, from 15,100,000 to 20,100,000. The Amendment was approved by the written consent of stockholders pursuant to a consent solicitation commenced on July 12, 2004. A copy of the Amendment is attached hereto as Exhibit 3.1.
Item 7. Exhibits.
Exhibit No. Description
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3.1 Amendment to Restated Certificate of Incorporation of
Independence Holding Company, filed with the Secretary of
State of the State of Delaware on July 29, 2004
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SIGNATURE
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.
Date: July 29, 2004
Independence Holding Company
By: /s/ Teresa A. Herbert --------------------------------- Teresa A. Herbert Vice President and Chief Financial Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
INDEPENDENCE HOLDING COMPANY
The undersigned, being Vice President of Independence Holding Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: The Corporation is a corporation formed under the laws of the State of Delaware and its Restated Certificate of Incorporation was filed in the office of the Secretary of State under the name Independence Holding Company on August 9, 1996.
SECOND: The Restated Certificate of Incorporation is amended by striking out the first paragraph of Article V and substituting in lieu thereof the following new first paragraph of Article V:
The total number of shares of stock which the Corporation shall have
the authority to issue is Twenty Million One Hundred Thousand
(20,100,000) shares, consisting of Twenty Million (20,000,000)
shares of Common Stock, par value $1.00 per share ("Common Stock"),
and One Hundred Thousand (100,000) shares of Preferred Stock, par
value $1.00 per share.
THIRD: The amendment to the Restated Certificate of Incorporation set forth above was duly adopted in accordance with the provisions of Section 242 and has been consented to in writing by the stockholders of the Corporation in accordance with Section 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate of Amendment to be signed by Teresa A. Herbert, Vice President who subscribed this certificate this 29th day of July, 2004.
INDEPENDENCE HOLDING COMPANY
By: /s/ Teresa A. Herbert
-----------------------------------
Teresa A. Herbert, Vice President
Attest:
/s/ Brian R. Schlier
--------------------------------
Brian R. Schlier, Assistant Secretary
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