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): April 2, 2013
General Finance Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
|
|
|
|
|
001-32845
|
|
32-0163571
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
39 East Union Street
|
|
|
|
Pasadena, California
|
|
91103
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(626) 584-9722
(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):
|
o
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
|
o
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
|
o
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
|
o
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
EXPLANATORY NOTES
Certain References
References in this Report to “we,” “us,” “our” or the “Company” refer to General Finance Corporation, a Delaware corporation (“GFN”), and its direct and indirect subsidiaries. These subsidiaries include GFN U.S. Australasia Holdings, Inc., a Delaware corporation (“GFN U.S.”); GFN North America Corp., a Delaware corporation ("GFNNA"); GFN Manufacturing Corporation, a Delaware corporation ("GFNMC"), and its subsidiary Southern Frac, LLC, a Texas limited liability company; Royal Wolf Holdings Limited (formerly GFN Australasia Holdings Pty Limited), an Australian corporation publicly traded on the Australian Securities Exchange ("RWH"); and its Australian and New Zealand subsidiaries (collectively, "Royal Wolf"); Pac-Van, Inc., an Indiana corporation, and its Canadian subsidiary, PV Acquisition Corp., an Alberta corporation, doing business as "Container King" (collectively, "Pac-Van").
TABLE OF CONTENTS
|
|
|
|
|
|
Page
|
|
|
Item 5.03
|
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
Item 9.01
|
|
Financial Statements and Exhibits
|
|
|
2
|
|
|
|
|
|
|
|
|
|
Exhibit 3.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
|
|
|
|
|
|
|
|
|
|
|
|
On April 2, 2013 the Company filed with the Delaware Secretary of State a Certificate of Elimination of Certificate of Designation, Preferences and Rights of Series C Convertible Cumulative Preferred Stock which canceled the Series C Convertible Cumulative Preferred Stock. This Certificate of Elimination of Certificate of Designation, Preferences and Rights of Series C Convertible Cumulative Preferred Stock is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.
|
|
|
|
|
Item 9.01 Financial Statements and Exhibits
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 3.1
|
|
General Finance Corporation Certificate of Elimination of Certificate of Designation, Preferences and Rights of Series C Convertible Cumulative Preferred Stock
|
|
|
|
Item 9.01 Financial Statements and Exhibits
Exhibit:
|
|
3.1
|
General Finance Corporation Certificate of Elimination of Certificate of Designation, Preferences and Rights of Series C Convertible Cumulative Preferred Stock
|
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.
|
|
|
|
|
|
|
|
GENERAL FINANCE CORPORATION
|
|
|
Dated: April 5, 2013
|
By:
|
/s/ CHRISTOPHER A. WILSON
|
|
|
|
|
Christopher A. Wilson
|
|
|
|
|
Vice President, General Counsel & Secretary
|
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
Number
|
|
Exhibit Description
|
|
3.1
|
|
General Finance Corporation Certificate of Elimination of Certificate of Designation, Preferences and Rights of Series C Convertible Cumulative Preferred Stock
|
EXHIBIT 3.1
CERTIFICATE OF ELIMINATION
OF
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
OF
SERIES C CONVERTIBLE CUMULATIVE PREFERRED STOCK
OF
GENERAL FINANCE CORPORATION,
a Delaware corporation
(Pursuant to Section 151 of the General Corporation Law of the State of Delaware)
General Finance Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the
“Corporation”
), hereby certifies that, pursuant to the authority contained in the Fourth Section of its Amended and Restated Certificate of Incorporation, and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, its Board of Directors (“
Board
”) has adopted the following resolutions cancelling the Certificate of Designation, Preferences and Rights (the "
Certificate of Designation
") of the Series C Convertible Cumulative Preferred Stock ("
Series C
"):
NOW, THEREFORE, BE IT RESOLVED
, that the Series C was created pursuant to the Certificate of Designation filed on September 28, 2012, that on February 12, 2013 the closing price of the common stock of the Corporation ("
Common Stock
") on the NASDAQ Stock Market was $5.06 per share and pursuant to Section 6(a) of the Certificate of Designation, all issued and outstanding shares of Series C automatically converted to Common Stock on February 12, 2013;
RESOLVED, FURTHER
,
that pursuant to Section 151 of the General Corporation Law of the State of Delaware, no shares of Series C are outstanding because no shares of Series C remain outstanding and no shares of Series C will be issued subject to the Certificate of Designation filed on September 28, 2012;
RESOLVED, FURTHER
,
that all shares of Series C be, and they hereby are, cancelled, the Certificate of Designation filed on September 28, 2012 be, and it hereby is, cancelled and the Certificate of Designation filed on September 28, 2012 be, and it hereby is, eliminated from the Certificate of Designation filed on September 28, 2012.
[Signatures continued on next page]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination of Certificate of Designation, Preferences and Rights of Series C Preferred Stock to be duly executed by its Secretary on April 2, 2013.
GENERAL FINANCE CORPORATION
By:
/s/ Christopher A. Wilson
Christopher A. Wilson
Secretary