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): November 5, 2010
OPTIMUMBANK HOLDINGS, INC.
(Exact name of registrant as specified in charter)
| Florida | 000-50755 | 55-0865043 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2477 East Commercial Boulevard, Fort Lauderdale, FL 33308
(Address of Principal Executive Offices) (Zip Code)
954-776-2332
(Registrant’s telephone number, including area code)
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)) |
Item 8.01 Other Events.
(a) On November 5, 2010, OptimumBank Holdings, Inc. (the “Company”) filed Articles of Amendment to its Articles of Incorporation (the “Amendment”) with the Florida Department of State for the purpose of effecting the Company’s previously announced one-for-four reverse stock split (the “Reverse Split”). As a result of the filing of the Amendment, the Reverse Split became effective as of the close of business on November 5, 2010, at which time each four shares of the Company’s common stock outstanding automatically converted into one share of common stock. No fractional shares will be issued in connection with the Reverse Split. Instead, any fractional share resulting from the Reverse Split will be rounded up to the next largest whole share.
In addition to setting forth the terms of the Reverse Split, the Amendment also ratably decreased the number of authorized shares of the Company’s common stock from 6,000,000 to 1,500,000. The number of shares of the Company’s common stock underlying stock options was also ratably decreased in connection with the Reverse Split.
Trading of the Company’s common stock on the NASDAQ Capital Market on a split-adjusted basis will begin at the open of trading on November 8, 2010.
The Company’s shares will continue to trade on the NASDAQ Capital Market under the symbol “OPHC” with the letter “D” added to the end of the trading symbol for a period of 20 trading days to indicate that the reverse stock split has occurred.
The Reverse Split has no impact on shareholders’ proportionate equity interests or voting rights in the Company or the par value of the Company’s common stock, which will remain unchanged at $0.01 per share. However, following the Reverse Split, the CUSIP number of the Company’s common stock is now 68401P 205.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | |||
| 3.1 | Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 11, 2004) | |||
| 3.2 | Articles of Amendment to the Articles of Incorporation, effective as of January 7, 2009 (Incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission on March 31, 2009) | |||
| 3.3 | Articles of Amendment to the Articles of Incorporation, effective as of November 5, 2010 | |||
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.
| November 5, 2010 | By: |
/s/ Richard L. Browdy |
||
|
Richard L. Browdy President and Chief Financial Officer |
Exhibit 3.3
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
OPTIMUMBANK HOLDINGS, INC.
The Articles of Incorporation, as amended, of OPTIMUMBANK HOLDINGS. INC., a Florida corporation (the “Corporation”), are hereby amended pursuant to the provisions of Section 607.10025 of the Florida Business Corporation Act, and such amendments are set forth as follows:
FIRST: Upon the close of business on the date these Articles of Amendment are filed with the Florida Department of State (the “Effective Time”), each four (4) shares of the Corporation’s Common Stock, par value $.01 per share (“Common Stock”), issued and outstanding shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, without any further action by the Corporation or the holder thereof, subject to the treatment of fractional shares as described below (the “Reverse Stock Split”). No certificates representing fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split. Rather, fractional shares created as a result of the Reverse Stock Split shall be rounded up to the next largest whole number, such that, in lieu of fractional shares, each shareholder who otherwise would be entitled to receive fractional shares of Common Stock as a result of the Reverse Stock Split shall instead be entitled to receive the next largest whole number of shares of Common Stock.
SECOND: The first sentence of the first paragraph (a) of Article III is hereby deleted in its entirety and replaced with the following:
| (a) | The aggregate number of shares of stock of all classes that the corporation shall have authority to issue is 7,500,000 shares of which 1,500,000 shares shall be common stock, $.01 par value per share (“Common Stock”), and of which 6,000,000 shares shall be preferred stock, no par value (“Preferred Stock”). |
The undersigned hereby certifies that the foregoing amendments were approved and adopted by the board of directors of the Corporation on October 18, 2010. Under Section 607.10025 of the Florida Business Corporation Act, the foregoing amendments do not require any action by the holders of the Corporation’s common stock. The Reverse Stock Split will not adversely affect the rights or preferences of the holders of outstanding shares of the Corporation’s common stock, and the percentage of authorized shares of the Corporation’s common stock remaining unissued after the Reverse Stock Split will not exceed the percentage of authorized shares of the corporation’s common stock that were unissued before the Reverse Stock Split.
IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment, effective as of this 3 day of November, 2010.
| OPTIMUMBANK HOLDINGS, INC. | ||
| By: |
/s/ Richard L. Browdy |
|
| Richard L. Browdy | ||
| President and Chief Financial Officer | ||