Form 8-K

0001193125-11-263773.txt : 20111004 0001193125-11-263773.hdr.sgml : 20111004 20111004161834 ACCESSION NUMBER: 0001193125-11-263773 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110928 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111004 DATE AS OF CHANGE: 20111004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OptimumBank Holdings, Inc. CENTRAL INDEX KEY: 0001288855 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 000000000 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50755 FILM NUMBER: 111123768 BUSINESS ADDRESS: STREET 1: 10197 CLEARY BOULEVARD CITY: PLANTATION STATE: FL ZIP: 33324 BUSINESS PHONE: 954-452-9501 MAIL ADDRESS: STREET 1: 10197 CLEARY BOULEVARD CITY: PLANTATION STATE: FL ZIP: 33324 8-K 1 d239484d8k.htm FORM 8-K Form 8-K

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 4, 2011 (September 28, 2011)

OPTIMUMBANK HOLDINGS, INC.

(Exact name of registrant as specified in charter)

Florida

000-50755

55-0865043

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2477 East Commercial Boulevard, Fort Lauderdale, FL 33308

(Address of Principal Executive Offices) (Zip Code)

954-776-2332

(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):

¨	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 September 29, 2011, OptimumBank Holdings, Inc. (the “Company”) filed with the Secretary of State of Florida an Amendment to its Articles of Incorporation increasing the number of authorized shares of common stock from 1.500,000 shares to 50,000,000 shares. A copy of the Amendment is included as an exhibit to this Report on Form 8-K and is incorporated by reference into this Item 5.03.

Item 5.07 Submission of Matters to a Vote of Security Holders

On September 28, 2011, OptimumBank Holdings, Inc. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”). There were 819,358 shares of common stock entitled to be voted. 478,529 shares were voted in person or by proxy at the Special Meeting:

(1) The shareholders voted to approve the issuance of up to 37,500,000 shares of the Company’s common stock in a proposed private placement.

(2) The shareholders voted to approve an amendment to the Company’s articles of incorporation to increase the authorized shares of common stock from 1,500,000 shares to 50,000,000 shares.

(3) The shareholders voted to adjourn the Special Meeting, if necessary.

The Company’s inspector of election certified the following vote tabulations:


	For		Against		Abstain		Broker Non- Vote
Common Stock Issuance in Private Placement		447,777		30,752		0		0

Amendment to Articles of Incorporation		470,773		7,756		0		0

Adjournment of Meeting		467,582		6,166		4,781		0

Item 9.01 Financial Statements and Exhibits.

Exhibits

The following exhibits are being filed as part of this Report on Form 8-K:

3.4

Articles of Amendment to the Articles of Incorporation of OptimumBank Holdings, Inc.

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.

October 4, 2011

By:

/s/ Richard L. Browdy

Richard L. Browdy

President and Chief Financial Officer

EX-3.4 2 d239484dex34.htm ARTICLES OF AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION Articles of Amendment to the Company's Articles of Incorporation

Exhibit 3.4

ARTICLES OF AMENDMENT

THE ARTICLES OF INCORPORATION

OPTIMUMBANK HOLDINGS, INC.

The Articles of Incorporation, as amended, of OPTIMUMBANK HOLDINGS, INC., a Florida corporation (the “Corporation”), are hereby amended pursuant to the provisions of Section 607.10025 of the Florida Business Corporation Act, and such amendments are set forth as follows:

FIRST: The name of the Corporation is “OptimumBank Holdings, Inc.”

SECOND: The first sentence of the first paragraph (a) of Article III is hereby deleted in its entirety and replaced with the following:

(a)

The aggregate number of shares of stock of all classes that the corporation shall have authority to issue is 56,000,000 shares, of which 50,000,000 shares shall be common stock, $.01 par value per share (“Common Stock”), and of which 6,000,000 shares shall be preferred stock, no par value (“Preferred Stock”).

THIRD: The undersigned hereby certifies that the only voting group entitled to vote on the amendments contained in these Articles of Amendment was the holders of shares of Corporation’s common stock. These Articles of Amendment were duly adopted by the shareholders on September 28, 2011 at the Corporation’s special meeting of shareholders. The number of vote cast for the amendments above by the shareholders was sufficient for their approval.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment, effective as of this 28th day of September, 2011.


OPTIMUMBANK HOLDINGS, INC.

By:		/s/ Richard L. Browdy
		Richard L. Browdy
		President