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 25, 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
(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:

[ ]
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 October 25, 2012 , the HomeStreet, Inc. (the “Company”) filed an amendment to its Articles of Incorporation establishing a two-for-one stock split, effective at 11:59 p.m. Pacific Time on November 5, 2012 with the issuance of additional shares to be made to shareholders of record as of that time on November 7, 2012.

Item 8.01
Other Events
On October 25, 2012 , HomeStreet, Inc. (the “Company”) issued a press release announcing the approval of a two-for-one split of the Company's common stock, to be effective as of 11:59 p.m. on November 5, 2012. The total number of shares of common stock outstanding will increase from approximately 7.17 million to approximately14.35 million and the total authorized stock will increase from 80,000,000 shares to 160,000,000 shares, and issuance of additional shares to shareholders of record as of the effective time will be made on November 7, 2012. The full text of the articles of amendment is included as Exhibit 3.1 to this Current Report on Form 8-K and the full text of the Company's 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 October 25, 2012


 






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: October 25, 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 (the “Corporation”) hereby submits the following amendments to the Corporation's Second Amended and Restated Articles of Incorporation, as previously amended on March 6, 2012, to be known as the Second 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 80,000,000 shares of common stock and 10,000 shares of preferred stock. Effective at the close of business, Pacific Time, on November 5, 2012, each outstanding share of the corporation’s 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 November 7, 2012. At the effective time, the total number of shares which the Corporation shall have the authority to issue shall be 160,010,000; the total number of authorized shares of common stock shall be 160,000,000 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 the Corporation’s common stock (“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 this 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 of Common Stock shall be made by the Corporation’s transfer agent on November 7 , 2012.
4.    The date of adoption of this amendment was: October 24, 2012.

5.     The amendment was adopted by the board of directors of the Corporation in accordance with the provisions of RCW 23B.10.020(4)(a).

6.     The effective time and date of this amendment is 11:59 PM on November 5, 2012.


Dated:         October 24, 2012.

HOMESTREET, INC.


By /s/ Mark K. Mason
Mark K. Mason, President

Exhibit 99.1

HomeStreet, Inc., Announces Two-for-One Forward Stock Split

SEATTLE – October 25, 2012 – HomeStreet, Inc. (NASDAQ:HMST) announces that its Board of Directors has authorized a two-for-one split of HomeStreet’s common stock, no par value, and in connection therewith an increase in the number of authorized shares of common stock to 160,000,000 from 80,000,000.  The split will become effective as of 11:59 p.m. Pacific Time on November 5, 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 November 7, 2012.  There are currently approximately 7.17 million shares of common stock outstanding.  Upon completion of the stock split, there will be approximately 14.35 million shares of common stock outstanding.

# # #


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. http://ir.homestreet.com.


HomeStreet, Inc.
Terri Silver, VP, Investor Relations & Corporate Communications
206-389-6303
terri.silver@homestreet.com
http://ir.homestreet.com

Source: HomeStreet, Inc.