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): February 29, 2012
HOMESTREET, INC.
(Exact name of registrant as specified in its charter)
Washington | 001-35424 | 91-0186600 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
601 Union Street, Ste. 2000, Seattle, WA 98101
(Address of principal executive offices) (Zip Code)
(206) 623-3050
(Registrants 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:
¨ | 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 February 28, 2012, the HomeStreet, Inc. (the Company) filed an amendment to its Articles of Incorporation establishing a two-for-one forward stock split, effective at 11:59 p.m. Pacific Time on March 6, 2012.
Item 8.01 | Other Events |
On February 29, 2012, HomeStreet, Inc. (the Company) issued a press release announcing the approval of a two-for-one forward split of the Companys common stock, to be effective as of 11:59 p.m. on March 6, 2012. The total number of shares of common stock outstanding will increase from approximately 3.59 million to approximately 7.17 million and the total authorized common stock will increase from 40,000,000 shares to 80,000,000 shares. The full text of articles of amendment is included as Exhibit 3.1 to this Current Report on Form 8-K and the full text of the Companys press release is included as Exhibit 99.1 and both are incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit 3.1 Amendment to Second Amended and Restated Articles of Incorporation of HomeStreet, Inc.
Exhibit 99.1 Press Release issued by HomeStreet, Inc. dated February 29, 2012 regarding its stock split.
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.
Date: February 28, 2012.
HomeStreet, Inc. | ||
By: |
/s/ Godfrey B. Evans |
|
Godfrey B. Evans | ||
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary |
Exhibit 3.1
ARTICLES OF AMENDMENT
TO
SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
HOMESTREET, INC.
Pursuant to RCW 23B.10.020(4)(a) and RCW 23B.10.060 of the Washington Business Corporation Act, the undersigned corporation hereby submits the following amendments to the corporations Second Amended and Restated Articles of Incorporation, to be known as the First Amendment to the Second Amended and Restated Articles of Incorporation.
1. The name of the Corporation is HOMESTREET, INC.
2. The amendment to the Second Amended and Restated Articles of Incorporation of the Corporation is as follows:
Article 2 is hereby deleted in its entirety and replaced with the following new Article 2:
ARTICLE 2
CAPITAL STOCK; VOTING RIGHTS
2.1. AUTHORIZED SHARES . This corporation shall have authority to issue 40,000,000 shares of common stock and 10,000 shares of preferred stock. Effective at the close of business, Pacific Time, on March 6, 2012, each outstanding share of the corporations common stock will be exchanged and converted, automatically, without further action, into two (2) shares of common stock, and such additional shares shall be issued to shareholders of record as of the effective time on March 8, 2012. At the effective time, the total number of shares which the Corporation shall have the authority to issue shall be 80,010,000; the total number of authorized shares of common stock shall be 80,000,000 and the total number of authorized shares of preferred stock shall be 10,000.
2.2. PREFERRED STOCK . Shares of preferred stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to fix the designations and powers, preferences and relative participating, optional or other rights, if any, and qualifications, limitations or other restrictions thereof, including, without limitation, the dividend rate (and whether dividends are cumulative), conversion rights, if any, voting rights and terms of redemption (including sinking fund provisions, if any), redemption price and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting any such series and the designation thereof, or any of them; and to increase or decrease the number of shares of any series subsequent to the issue of shares of that series, but not below the number of shares of such series then outstanding.
2.3. PREEMPTIVE RIGHTS . Shareholders of the corporation shall not have preemptive rights to acquire additional shares issued by the corporation.
2.4. CUMULATIVE VOTING . The right to cumulate votes in the election of directors shall not exist with respect to shares of stock of the corporation.
3. This amendment provides for a forward split of shares previously issued and outstanding as of the effective time set forth below, as follows: each one (1) share of Common Stock issued and outstanding immediately prior to the time this amendment becomes effective shall be and is hereby automatically reclassified and converted (without any further act) such that each such one (1) share of Common Stock issued and outstanding prior to the time this amendment becomes effective shall, after the application of the Amendment, result in two (2) fully-paid and nonassessable shares of Common Stock, without increasing or decreasing the amount of stated capital or paid-in surplus of the corporation. Issuance of the additional shares shall be made by the Companys transfer agent on March 8, 2012.
4. The date of adoption of this amendment was: February 23, 2012.
5. The amendment was adopted by the Board of Directors in accordance with the provisions of RCW 23B.10.020(4)(a) and RCW 23B.10.040.
6. The effective time and date of this amendment is 11:59 PM on March 6, 2012.
Dated: February 23, 2012.
HOMESTREET, INC. | ||
By |
/s/ Mark K. Mason |
|
Mark K. Mason, President |
2
Exhibit 99.1
HomeStreet, Inc. Announces Two-for-One Forward Stock Split
SEATTLE (BUSINESS WIRE) February 29, 2012 HomeStreet, Inc. (NASDAQ:HMST) announces that its Board of Directors has authorized a two-for-one forward split of HomeStreets common stock, no par value, and in connection therewith an increase in the number of authorized shares of common stock to 80,000,000 from 40,000,000. The split will become effective as of 11:59 p.m. Pacific Time on March 6, 2012 and shareholders of record as of that date will receive one additional share of common stock for each share then owned. The distribution date for the new shares will be March 8, 2012. There are currently approximately 3.59 million shares of common stock outstanding. Upon completion of the stock split, there will be approximately 7.17 million shares of common stock outstanding.
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About HomeStreet, Inc.
HomeStreet, Inc. (NASDAQ:HMST) is a diversified financial services company headquartered in Seattle, Washington, and the bank holding company for HomeStreet Bank, a state-chartered, FDIC-insured savings bank. HomeStreet Bank offers consumer and business banking, investment and insurance products and services in Washington, Oregon, Idaho and Hawaii. For more information, visit http://ir.homestreet.com .
Source: HomeStreet, Inc.
Media and Investor Relations:
Terri Silver
HomeStreet, Inc.
(206) 389-6303
terri.silver@homestreet.com