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): October 4, 2011 (September 28, 2011)
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 29, 2011, OptimumBank Holdings, Inc. (the “Company”) filed with the Secretary of State of Florida an Amendment to its Articles of Incorporation increasing the number of authorized shares of common stock from 1.500,000 shares to 50,000,000 shares. A copy of the Amendment is included as an exhibit to this Report on Form 8-K and is
Item 5.07 Submission of Matters to a Vote of Security Holders
On September 28, 2011, OptimumBank Holdings, Inc. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”). There were 819,358 shares of common stock entitled to be voted. 478,529 shares were voted in person or by proxy at the Special Meeting:
(1) The shareholders voted to approve the issuance of up to 37,500,000 shares of the Company’s common stock in a proposed private placement.
(2) The shareholders voted to approve an amendment to the Company’s articles of incorporation to increase the authorized shares of common stock from 1,500,000 shares to 50,000,000 shares.
(3) The shareholders voted to adjourn the Special Meeting, if necessary.
The Company’s inspector of election certified the following vote tabulations:
Item 9.01 Financial Statements and Exhibits.
Exhibits
The following exhibits are being filed as part of this Report on Form 8-K:
| 3.4 | Articles of Amendment to the Articles of Incorporation of OptimumBank Holdings, Inc. |
2
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.
| October 4, 2011 | By: |
/s/ Richard L. Browdy |
||||
|
Richard L. Browdy President and Chief Financial Officer |
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Exhibit 3.4
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: The name of the Corporation is “OptimumBank Holdings, Inc.”
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 56,000,000 shares, of which 50,000,000 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”). |
THIRD: The undersigned hereby certifies that the only voting group entitled to vote on the amendments contained in these Articles of Amendment was the holders of shares of Corporation’s common stock. These Articles of Amendment were duly adopted by the shareholders on September 28, 2011 at the Corporation’s special meeting of shareholders. The number of vote cast for the amendments above by the shareholders was sufficient for their approval.
IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment, effective as of this 28th day of September, 2011.
| OPTIMUMBANK HOLDINGS, INC. | ||
| By: |
/s/ Richard L. Browdy |
|
| Richard L. Browdy | ||
| President | ||