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): July 15, 2021
| 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
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 1.01 | Entry into a Material Definitive Agreement. |
Novation Companies, Inc. (the “Company”) is party to a Rights Agreement with Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), dated as of September 15, 2011, as amended by a First Amendment to Rights Agreement dated as of June 20, 2014, a Second Amendment to Rights Agreement dated as of August 24, 2015, and a Third Amendment to Rights Agreement dated as of July 20, 2018 (as amended, the “Rights Agreement”). The Rights Agreement is designed to preserve the Company’s ability to use its net operating loss carryforwards to reduce potential future income tax liability by generally deterring any person from acquiring shares of the Company’s common stock if the acquisition would result in such person, together with its affiliates and associates, beneficially owning 4.9% or more of the Company’s common stock then outstanding without the approval of the Company’s Board of Directors.
On July 15, 2021, the Company and the Rights Agent entered into a Fourth Amendment to Rights Agreement (the “Fourth Amendment”) that amended the Rights Agreement to extend its term through 5:00 p.m., New York City time, on July 20, 2024.
The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which has been filed as Exhibit 4.1 hereto and is incorporated herein by reference.
| Item 3.03 | Material Modification to Rights of Security Holders |
The information regarding the Fourth Amendment set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 4.1 | Fourth Amendment to Rights Agreement, dated as of July 15, 2021, by and between Novation Companies, Inc. and Computershare Trust Company, N.A. |
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: July 16, 2021 | /s/ Carolyn K. Campbell | |
|
Name: Carolyn K. Campbell Title: Chief Financial Officer | ||
Exhibit 4.1
FOURTH AMENDMENT TO RIGHTS AGREEMENT
THIS FOURTH AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is made as of July 15, 2021, by and between Novation Companies, Inc. (formerly NovaStar Financial, Inc.) (the “Company”) and Computershare Trust Company, N.A. (the “Rights Agent”).
WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement dated as of September 15, 2011, as amended by that certain First Amendment to Rights Agreement dated as of June 20, 2014, that certain Second Amendment to Rights Agreement dated as of August 24, 2015, and that certain Third Amendment to Rights Agreement dated as of July 20, 2018 (together, the “Original Rights Agreement”);
WHEREAS, Section 27 of the Original Rights Agreement provides, in part, that the Company may from time to time supplement or amend the Original Rights Agreement to lengthen any time period thereunder, or to amend provisions of the Original Rights Agreement which the Company may deem necessary or desirable, without the approval of any holders of Rights Certificates (as defined in the Original Rights Agreement); and
WHEREAS, the Board of Directors of the Company has determined in good faith that the amendments to the Original Rights Agreement set forth herein are desirable and, pursuant to Section 27 of the Original Rights Agreement, has duly authorized such amendments to the Original Rights Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Rights Agent hereby agree as follows:
1. DEFINITIONS. Except as otherwise set forth in this Amendment, each capitalized term used in this Amendment shall have the meaning for such term as set forth in the Original Rights Agreement.
2. DEFINITION OF AGREEMENT. From and after the date hereof, all references in the Original Rights Agreement to the “Agreement” shall mean and refer to the Original Rights Agreement, as modified by this Amendment.
3. DEFINITION OF FINAL EXPIRATION DATE. Section 1(n) of the Original Rights Agreement is hereby amended and restated in its entirety as follows:
“ (n) “Final Expiration Date” shall mean 5:00 p.m., New York City time, on July 20, 2024.”
4. EXHIBIT C. Exhibit C to the Original Rights Agreement (Summary of Rights to Purchase Preferred Shares) is hereby amended in a manner that is consistent with this Amendment.
5. COUNTERPARTS. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
6. GOVERNING LAW. This Amendment shall be deemed to be a contract made under the laws of the State of Maryland and for all purposes shall be governed by and construed in accordance with the internal laws of the State of Maryland applicable to contracts to be made and performed entirely within the State of Maryland, except that the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York.
7. SEVERABILITY. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other applicable authority to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
8. EFFECTIVE DATE. This Amendment shall become effective as of the date first written above.
9. CERTIFICATION. The Company hereby certifies to the Rights Agent that this Amendment is in compliance with Section 27 of the Original Rights Agreement.
10. FULL FORCE AND EFFECT. The Original Rights Agreement, as amended by this Amendment, shall remain in full force and effect in accordance with its terms. In the event of any conflict, inconsistency, or incongruity between any provision of this Amendment and any provision of the Original Rights Agreement, the provision of this Amendment shall govern and control.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
| NOVATION COMPANIES, INC. | |
|
/s/ David Pointer | |
| Name: David Pointer | |
| Title: Chief Executive Officer |
| COMPUTERSHARE TRUST COMPANY, N.A. | |
|
/s/ Patrick Hayes | |
| Name: Patrick Hayes | |
| Title: Manager, Client Management |
[Signature Page to Fourth Amendment to Rights Agreement]
| 3 |