This excerpt taken from the BOFI 8-K filed Aug 27, 2008.
Non-employee Director Restricted Stock Unit Grants and Board Retainer Payments
On August 21, 2008, the Board of Directors of BofI Holding, Inc. (the Company) approved the recommendations of the Compensation Committee to 1) grant outside directors restricted stock units under the 2004 Stock Incentive Plan and 2) increase cash retainers for board service. The number of shares for each grant and the new cash retainer amount awarded to each of the non-employee directors is as follows:
The restricted stock units granted to the directors have a value of $6.02 per share, which was the closing price on the grant date of August 21, 2008. All restricted stock unit awards above, except those granted to Mr. Grinberg, vest over three years, one-third on each anniversary date of the grant. Mr. Grinbergs award vests one-third on each of three dates: September 21, 2009, August 21, 2010 and August 21, 2011. The new annual cash retainer will be effective September 1, 2008 and will be paid in monthly installments.
A form of the Restricted Stock Unit Award and Agreement is attached as an Exhibit to this Current Report and is incorporated herein by reference.
Completion of Preferred Stock Offering
B of I Holding, Inc. entered into subscription agreements (Subscription Agreements) in connection with the private placement of up to $14 million in aggregate liquidation amount of a newly created class of its preferred stock, the Series B 8% Cumulative Convertible Nonparticipating Perpetual Preferred Stock,( the Preferred Stock) of the Company. The Company announced the offering in its 8-K Current Report filed on June 30, 2008. On August 22, 2008, the Company concluded its Preferred Stock offering.
The Preferred Stock offer was a private placement made to accredited investors, directors and officers evidenced by a Subscription Agreement, which was filed as Exhibit 1.01 to the Companys 8-K Current Report dated June 30, 2008. The Preferred Stock offering opened on June 24, 2008 and the last transaction concluded on August 22, 2008. The total Preferred Stock issued in June, July and August of 2008 was $4,790,000 in aggregate liquidation amount.
This excerpt taken from the BOFI 8-K filed Jun 30, 2008.
Item 1.01. Entry into a Material Definitive Agreement.
B of I Holding, Inc. (the Company) commenced a private offering of up to $14 million in aggregate liquidation amount of a newly created series of its preferred stock designated Series B 8% Cumulative Convertible Nonparticipating Perpetual Preferred Stock ( the Preferred Stock) (the Offering) and pursuant thereto entered into subscription agreements (Subscription Agreements) with certain investors and with certain members of the board of directors of the Company as of June 24 and June 27, 2008, respectively. The Offering is a private placement made only to offerees who qualify as accredited investors under applicable federal and state securities laws and regulations and under the terms of the Offering set forth in the Subscription Agreement. Subscribers who entered into Subscription Agreements on June 24th and June 27th, 2008, respectively, subscribed for shares of Preferred Stock totaling $3,750,000 in aggregate liquidation amount and such initial purchases of Preferred Stock pursuant to the Offering closed on June 30, 2008. The Offering will continue and there may be one or more additional closing dates to accommodate further subscriptions up to the maximum amount of the Offering. The Offering is expected to conclude by July 31, 2008.
The Preferred Stock is being offered at a price of $1,000 per share and has a liquidation preference of $1,000 per share over shares of common stock. In the event of liquidation, the Series B Preferred Stock ranks pari passu with the Series A Preferred Stock and the amount available for distribution to the holders of Series A and Series B Preferred Stock is prescribed in the Certificate of Designation (as defined in Item 5.05 below). The Preferred Stock is entitled to cumulative dividends at a rate of 8.0% per annum when and as declared by the Companys board of directors quarterly in arrears on January 15, April 15, July 15 and October 15 of each year. Each share of Preferred Stock is immediately convertible at the option of the holder into 111 shares of the Companys common stock, par value $0.01 per share (Common Stock), which is equivalent to a conversion price of $9.00 per share of Common Stock. Under certain circumstances specified in the Certificate of Designation, the Company may require holders of Preferred Stock to convert their shares into Common Stock. Generally, the Preferred Stock has no voting rights and may be redeemed by the Company at a premium starting in June of 2011. The foregoing description of the Certificate of Designation is a summary only, and is qualified in its entirety by reference to the full text of such documents, which is filed as Exhibit 3.01 hereto and is incorporated by reference herein.
This excerpt taken from the BOFI 8-K filed Mar 6, 2008.
Item 1.01 Entry into a Material Definitive Agreement
On March 5, 2008, the Compensation Committee and the Board of Directors of B of I Holding, Inc. (the Company) approved an amendment to the July 1, 2003 employment contract of Gary Lewis Evans to provide that the severance and vesting provisions of Mr. Evans employment contract are the same whether he resigns or is terminated without cause. The text of the amendment is included in this filing as Exhibit 10.1 and the amendment was made in connection with the resignation of Mr. Evans as a director of the Company and its subsidiary, Bank of Internet USA (see Item 5.02 below).
As a result of the amendment of Mr. Evans employment agreement, registrant will incur a one-time pretax compensation expense of $362,000 in the quarter ended March 31, 2008.
This excerpt taken from the BOFI 8-K filed Nov 23, 2007.
Director Restricted Stock Unit Grants
On November 20, 2007, the Board of Directors of BofI Holding, Inc. (BOFI) approved the recommendations of the Compensation Committee to grant BOFI outside directors restricted stock units. The units were granted at the close of business on November 20, 2007 to each of the directors as listed below:
The BOFI restricted stock units granted to the directors have a price of $7.00 per share, which was the closing price of BOFI on the grant date of November 20, 2007. These restricted stock units vest over three years, one-third on each anniversary date of the grant.
Chief Executive Restricted Stock Unit Grant
Also on November 20, 2007, the Board of Directors of BOFI approved a restricted stock unit grant of 83,000 shares to Gregory Garrabrants, Chief Executive Officer of BOFI, in connection with Mr. Garrabrants employment agreement executed on October 22, 2007 and previously filed with the Securities and Exchange Commission in a Form 8-K on October 23, 2007. The BOFI restricted stock units granted to Mr. Garrabrants have a price of $7.00 per share, which was the closing price of BOFI on the grant date of November 20, 2007. These restricted stock units vest ratably on each of the four fiscal year ends of the Initial Employment Term under Mr. Garrabrants employment contract.
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.