UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 1, 2011 (July 26, 2011)
BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| Michigan | 000-52584 | 20-1132959 | ||
| (State or other jurisdiction | (Commission File No.) | (IRS Employer | ||
| of incorporation) | Identification No.) |
| 33583 Woodward Avenue, Birmingham, Michigan 48009 | ||
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (248) 723-7200
Not Applicable
(Former name or former address, if changed since last report.)
(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:
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))
| ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR |
On July 26, 2011, Birmingham Bloomfield Bancshares, Inc. (the “Company”) filed a Certificate of Designations with the Michigan Department of Licensing and Regulatory Affairs for the purpose of amending its Articles of Incorporation to fix the designations, preferences, limitations and relative rights of a class of Senior Non-Cumulative Perpetual Preferred Stock, Series D. The Certificate of Designations is included as an exhibit to this Report on Form 8-K.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits. | ||
| Exhibit Number |
| 3.1 | Certificate of Designations for the Series D Preferred Stock |
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.
| BIRMINGHAM BLOOMFIELD BANCSHARES, INC. | ||||
| Dated: August 1, 2011 | By: | /s/ Robert E. Farr | ||
| Robert E. Farr | ||||
| President and Chief Executive Officer | ||||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 3.1 | Certificate of Designations for the Series A Preferred Stock |