Close

Form 8-K BofI Holding, Inc. For: Nov 05

FREE Breaking News Alerts from StreetInsider.com!

E-mail Address

StreetInsider.com Top Tickers, 4/24/2024

1. TSLA
2. ENPH
3. TXN
4. BA
5. SPOT
6. META
7. IBM
8. V
9. KMB
10. MSCI


November 6, 2015 3:49 PM EST


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):  November 5, 2015


BofI HOLDING, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
000-51201
33-0867444
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification
Number)
 


4350 La Jolla Village Drive, Suite 140, San Diego, CA
3/20/2152
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code: (858) 350-6200          
 


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):
 
o                                    Written communications pursuant to Rule 425 under the Securities Act
 
o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act




Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 22, 2015, the stockholders of BofI Holding, Inc., (the "Company") parent of BofI Federal Bank, approved an amendment to the Company's certificate of incorporation (the "Amendment") to increase the number of authorized shares of common stock available for issuance from 50,000,000 to 150,000,000 shares.  The purpose for the Amendment is to accommodate a forward stock split through a stock dividend whereby each share of common stock would effectively be split into four shares of common stock (the “Stock Split”). On October 27, 2015, the Company announced that its Board of Directors had approved the Stock Split. The Company will issue a dividend of three shares of common stock for every one share issued and outstanding as of November 6, 2015. The dividend will be paid on November 17, 2015, and BOFI common stock is expected to begin trading on a split-adjusted basis on November 18, 2015. The Amendment was filed with the Secretary of State of Delaware on November 5, 2015 and is also filed as Exhibit 3.1 hereto.







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.

 
BofI HOLDING, INC.
 
 
 
 
Date: November 6, 2015
By:
/s/ Andrew J. Micheletti
 
 
 
Andrew J. Micheletti
 
 
EVP and Chief Financial Officer








Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BOFI HOLDING, INC.
(a Delaware corporation)

Pursuant to the provisions of Sections 103 and 242 of the General Corporation Law of the State of Delaware, the undersigned does certify as follows:
1. The first paragraph of Article IV of the Certificate of Incorporation of BofI Holding, Inc. is amended and restated in its entirety to read as follows:
“The total number of shares of stock of all classes which the corporation shall have authority to issue is 151,000,000, consisting of 150,000,000 shares of Common Stock having a par value of $0.01 per share, and 1,000,000 shares of Preferred Stock having a par value of $0.01 per share.”
2. The foregoing amendment was duly adopted by the directors of the corporation and by the holders of at least a majority of the outstanding shares of stock entitled to vote thereon in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, BofI Holding, Inc. has caused this certificate to be signed by its Secretary on this 4th day of November, 2015.

/s/ Angela Lopez
Name:
Angela Lopez
Title:
Secretary




Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings