0001171843-13-002392.txt : 20130604 0001171843-13-002392.hdr.sgml : 20130604 20130604133726 ACCESSION NUMBER: 0001171843-13-002392 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130603 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130604 DATE AS OF CHANGE: 20130604 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-50755 FILM NUMBER: 13890623 BUSINESS ADDRESS: STREET 1: 2477 EAST COMMERCIAL BOULEVARD CITY: FORT LAUDERDALE STATE: FL ZIP: 33308 BUSINESS PHONE: 954 776-2332 MAIL ADDRESS: STREET 1: 2477 EAST COMMERCIAL BOULEVARD CITY: FORT LAUDERDALE STATE: FL ZIP: 33308 8-K/A 1 f8ka_060413.htm FORM 8-K/A f8ka_060413.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K/A
 

CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 3, 2013 (May 31, 2013)
 

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))
 
 
 

 
Explanatory Note
 
This amendment to Form 8-K has been filed to amend the Form 8-K filed by the Company on May 31, 2013.   This amendment corrects the signature page of the prior filing and includes additional disclosure under Item 3.03 and an Exhibit setting forth a copy of the amendment to the Company’s Articles of Incorporation.
 
Item 3.03 Material Modification to Rights of Security Holders.
 
On May 31, 2013, the Company completed its previously announced reverse stock split of its common stock. The reverse stock split, which was authorized by its Board of Directors, was approved by the Company's shareholders on April 30, 2013 at the annual meeting of shareholders.
 
In the reverse split, every four shares of common stock issued and outstanding at the close of business on May 31, 2013 were converted into one share of common stock.  Fractional shares resulting from the reverse stock split were rounded up to the next whole share.
 
The number of shares of the Company's common stock issued and outstanding were reduced from approximately 31,511,201 shares of common stock as of May 31, 2013 to approximately 7,877,800 shares outstanding post split. The reverse split also had a proportionate effect on all stock options outstanding as of May 31, 2013.
 
The Company filed an amendment to its Articles of Incorporation to effect the Reverse Stock Split.  The amendment did not change the number of authorized shares of common stock or preferred stock, or the relative voting power of the Company’s shareholders. Because the number of authorized shares was not reduced, the number of authorized but unissued shares of the Company’s common stock materially increased and will be available for issuance by the Company.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
   
Exhibit
   
Number
 
Description
     
3.1
 
Amendment to Articles of Incorporation
99.1
 
Press Release dated May 31, 2013
 
 
 
 

 
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.
 
     
June 3, 2013
By:
/s/ Thomas Procelli
   
Thomas Procelli
Chief Operating Officer
 


EX-3.1 2 exh_31.htm EXHIBIT 3.1 exh_31.htm
Exhibit 3.1
 
EXHIBIT 3.1 - AMENDMENT TO ARTICLES OF INCORPORATION

 
Paragraph (a) of Article III of the Articles of Incorporation was 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”).
 
On the close of business on May 31, 2013 (the “Effective Time”), each four (4) shares of Common Stock issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof or the Corporation, be combined and converted into one (1) share of Common Stock, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split. Rather, fractional shares created as a result of the Reverse Stock Split shall be rounded up to the next largest whole number, such that, in lieu of fractional shares, each shareholder who otherwise would be entitled to receive fractional shares of Common Stock as a result of the Reverse Stock Split shall instead be entitled to receive the next largest whole number of shares of Common Stock.”
 
EX-99.1 3 exh_991.htm EXHIBIT 99.1 OptimumBank Holdings, Inc. Completes 1-for-4 Reverse Stock Split

EXHIBIT 99.1

OptimumBank Holdings, Inc. Completes 1-for-4 Reverse Stock Split

FORT LAUDERDALE, Fla., May 31, 2013 (GLOBE NEWSWIRE) -- OptimumBank Holdings, Inc. (Nasdaq:OPHC) announced today that it is effecting a one-for-four (1:4) reverse split of its common stock, effective at the close of business today. The reverse stock split, which was authorized by its Board of Directors, was approved by the Company's shareholders on April 30, 2013 at the annual meeting of shareholders. The Company's common stock will commence trading on June 3, 2013 on a split-adjusted basis under the symbol OPHC with a new CUSIP number (68401P304).

The Company has implemented the reverse stock split in order to meet the Nasdaq listing rules that require the Company to maintain at least a $1.00 per share minimum bid price. Reducing the number of outstanding shares of the Company's common stock through the reverse stock split is intended to increase the per share market price of the common stock. The Company's Board of Directors believes that increasing the per share trading price of the common stock will result in the price being increased above, and remaining above, the $1.00 bid price required by the Nasdaq listing rules. However, other factors, such as the Company's financial results, market conditions and the market perception of its business may adversely affect the market price of the Company's common stock. As a result, there can be no assurance that the market price stock will increase following the reverse stock split, that the market price will not decrease in the future, or that the Company will otherwise be able to comply with applicable listing requirements.

In the reverse split, each four shares of issued and outstanding common stock will be converted automatically into one share of common stock. Fractional shares resulting from the reverse stock split will be rounded up to the next whole share. The number of shares of the Company's common stock issued and outstanding will be reduced from approximately 31,511,201 shares of common stock as of May 31, 2013 to approximately 7,877,800 shares outstanding post split. The reverse split will also have a proportionate effect on all stock options outstanding as of May 31, 2013.

Shareholders who hold their shares in brokerage accounts or "street name" will not be required to take any action to effect the exchange of their shares. Shareholders of record as of May 31, 2013 who hold share certificates will receive instructions from the Company's transfer agent, Continental Stock Transfer and Trust Company, explaining the process for obtaining new post-split stock certificates.

OptimumBank Holdings, Inc. is the bank holding company for OptimumBank, a Florida chartered bank.

Any statements in this news release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as "expect," "believe," "intend," "estimate," "project," "may" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are predicated on management's beliefs and assumptions based on information known to Company's management as of the date of this news release and do not purport to speak as of any other date. Such statements reflect the view of Company's management as of this date with respect to future events and are not guarantees of future events, involve assumptions, and are subject to risks and uncertainties, such as changes in the Company's plans, objectives, expectations, and intentions. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, actual events could differ materially from those discussed. Factors that could cause or contribute to such differences include market conditions that may affect the results expected from the reverse stock split. Forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. For any forward-looking statements made in this news release or in any documents, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

CONTACT: For more information contact:
         Moishe Gubin, Chairman of the Board or
         Thomas A. Procelli, Chief Operating Officer
         at (954) 776-2332