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):December 12, 2018
| NOVATION COMPANIES, INC. |
| (Exact name of registrant as specified in its charter) |
| | | |
| Maryland | 000-22897 | 74-2830661 |
(State or Other Jurisdiction
of Incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | | |
| 9229 Ward Parkway, Suite 340, Kansas City, MO | 64114 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:(816) 237-7000
| Not Applicable |
| (Former Name or Former Address, If Changed Since Last Report) |
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 12, 2018, Novation Companies, Inc. (the “Company”) filed Articles of Amendment (the “Amendment”) to the Company’s Articles of Amendment and Restatement (the “Charter”) with the Maryland Department of Assessments and Taxation, amending the Charter to effect an increase in the number of authorized shares of the Company’s common stock to 780 million and correspondingly increasing the number of authorized shares of the Company’s capital stock to 800 million. The Amendment was approved by the Company’s shareholders at the Company’s 2018 annual meeting of shareholders held on October 4, 2018, which approval allowed the Company’s board of directors 12 months from the date of such annual meeting to determine to implement the Amendment at its discretion.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Amendment, which is filed as Exhibit 3.1 hereto, and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Exhibits |
| 3.1 | Articles of Amendment toArticles of Amendment and Restatement |
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.
| | |
| | NOVATION COMPANIES, INC. |
| | |
| DATE: December 14, 2018 | /s/ Carolyn K. Campbell |
| | Carolyn K. Campbell Chief Financial Officer |
