UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
NOVATION COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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74-2830661
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2114 Central Street, Suite 600, Kansas City, MO 64108
(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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None
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.
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If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.
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Securities Act registration statement file number to which this form relates:
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Securities to be registered pursuant to Section 12(g) of the Act:
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Preferred Stock Purchase Rights
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FIRST
AMENDMENT TO FORM 8-A
Novation Companies, Inc. (formerly NovaStar Financial, Inc.), a Maryland corporation (the “
Company
”), hereby amends the following items, exhibits or other portions of Form 8-A filed on September 21, 2011, related to the Rights Agreement with Computershare Trust Company, N.A., as Rights Agent (the “
Rights Agent
”), dated September 15, 2011 (the “
Rights Agreement
”), as set forth in Item 1 below.
The Company entered into the Rights Agreement in an effort to deter acquisitions of the Company’s common stock, par value $0.01 per share (“
Common Stock
”) that would potentially limit the Company’s ability to use its net loss carryforwards (“
NOLs
”) to reduce potential future federal income tax obligations. The Company’s ability to use its NOLs may be negatively affected if there is an “ownership change,” as defined under Section 382 of the Internal Revenue Code of 1986, as amended. In general, this would occur if certain ownership changes related to Company Common Stock that is held by five percent or greater stockholders exceed 50%, measured over a rolling three-year period.
As of December 31, 2013, the Company had a federal net operating loss of approximately $511.6 million, that will expire in 2025 through 2033, with a portion of this number recognized on the Company’s balance sheet.
The Rights Agreement was scheduled to expire on June 28, 2014. On the same date, certain acquisition restrictions expire that are found in the Company’s Articles of Amendment and Restatement prohibiting any person from becoming a 5-percent shareholder.
The Company’s Board of Directors deemed it in the best interests of the Company to
extend duration of the Rights Agreement to be able to continue monitoring acquisitions of Common Stock that may impair the NOLs.
Currently, the Company does not intend to present the amended Rights Agreement for a shareholder vote; however, the Company has been always responsive to its shareholders and welcomes a dialogue with shareholders on the value of the NOLs and the best mechanisms to protect this corporate asset. For example, the Company recently addressed the concern of certain shareholders by amending its 2004 Incentive Stock Plan to prohibit repricing of underwater options and stock appreciation rights without shareholder approval.
Item 1. Description of Registrant’s Securities to be Registered.
Reference is hereby made to the Registration Statement on Form 8-A filed with the Securities and Exchange Commission (File No. 000-22897) on September 21, 2011 (the “
Original Form 8-A
”), by the Company. The Original Form 8-A is incorporated herein by reference.
On June 20, 2014, the Company and the Rights Agent executed an amendment (the “
Amendment
”) to the Rights Agreement, which extended the term of the Rights Agreement through June 28, 2016.
The Amendment is attached hereto as Exhibit 4.2, and the Rights Agreement is incorporated herein by reference. The foregoing descriptions of the Rights Agreement and the Amendment do no purport to be complete and are qualified in their entirety by reference to the respective exhibits.
Item 2. Exhibits.
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Exhibit Number
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Description
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4.1
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Rights Agreement, dated September 15, 2011, by an between the Company and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Form 8-A filed on September 21, 2011).
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4.2
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First Amendment to Rights Agreement, dated as of June 20, 2014.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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NOVATION COMPANIES, INC.
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DATE: June 20, 2014
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/s/ Rodney E. Schwatken
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Rodney E. Schwatken
Chief Financial Officer
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FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (the “Amendment”) is made as of June 20, 2014, between Novation Companies, Inc. formerly NovaStar Financial, Inc. (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”).
WHEREAS
, the Company and the Rights Agent are parties to that certain Rights Agreement dated as of September 15, 2011 (the “Original Rights Agreement”);
WHEREAS
, Section 27 of the Original Rights Agreement provides, in part, that the Company may from time to time supplement or amend the Original Rights Agreement to lengthen any time period thereunder, or to amend provisions of the Original Rights Agreement which the Company may deem necessary or desirable without the approval of holders of the Rights (as defined in the Original Rights Agreement); and
WHEREAS
, the Board of Directors of the Company has determined in good faith that the amendments to the Original Rights Agreement set forth herein are desirable and, pursuant to Section 27 of the Original Rights Agreement, has duly authorized such amendments to the Original Rights Agreement.
NOW THEREFORE
, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Rights Agent hereby agree as follows:
1.
DEFINITIONS. Except as otherwise set forth in this Amendment, each capitalized term used in this Amendment shall have the meaning for such term set forth in the Original Rights Agreement.
2.
DEFINITION OF AGREEMENT. From and after the date hereof, all references in the Original Rights Agreement to the “Agreement” shall mean and refer to the Original Rights Agreement, as modified by this Amendment.
3.
DEFINITION OF EXPIRATION DATE. Section 7(a)(i) of the Original Rights Agreement is hereby amended by deleting the reference therein to “June 28, 2014” and replacing it with “June 28, 2016”.
4.
SECTION 2. Section 2 of the Original Rights Agreement is hereby amended and restated as follows:
“Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such co-Rights Agent as it may deem necessary or desirable, upon ten (10) days’ prior written notice to the Rights Agent. The Rights Agent shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of any such co-Rights Agent.”
5.
COUNTERPARTS. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature.
6.
GOVERNING LAW. This Amendment shall be deemed to be a contract made under the laws of the State of Maryland and for all purposes shall be governed by and construed in accordance with the internal laws of Maryland applicable to contracts to be made and performed
entirely within Maryland, except that the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York.
7.
SEVERABILITY. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
8.
EFFECTIVE DATE. This Amendment shall become effective as of the date first written above.
9.
CERTIFICATION. The Company hereby certifies to the Rights Agent that this Amendment is in compliance with Section 27 of the Original Rights Agreement.
10.
FULL FORCE AND EFFECT. The Original Rights Agreement, as amended by this Amendment, shall remain in full force and effect in accordance with its terms. In the event of any conflict, inconsistency or incongruity between any provision of this Amendment and any provision of the Original Rights Agreement, the provisions of this Amendment shall govern and control.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested as of the date first written above.
NOVATION COMPANIES, INC.
/s/ Rodney E. Schwatken
Rodney E. Schwatken
Senior Vice President, Chief Financial Officer and Secretary
COMPUTERSHARE TRUST COMPANY, N.A.
/s/ Dennis V. Moccia
Rodney E. Schwatken
Manager, Contract Administration
[Signature Page to First Amendment to Rights Agreement]