HFFC » Topics » ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

This excerpt taken from the HFFC 8-K filed Aug 17, 2009.

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

 

On August 14, 2009, HF Financial Corp. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Elimination, which, effective upon filing, eliminated from the Company’s Certificate of Incorporation all matters set forth in the respective Certificate of Designations with respect to (a) its Series A Junior Participating Preferred Stock and (b) its Fixed Rate Cumulative Perpetual Preferred Stock, Series A all of which were repurchased by the Company on June 3, 2009, as previously disclosed (collectively, the “Preferred Stock”).  No shares of the Preferred Stock were issued and outstanding at the time of the filing of the Certificate of Elimination.  The filing of the Certificate of Elimination was authorized by the Board of Directors of the Company on August 11, 2009 in accordance with the General Corporation Law of the State of Delaware (the “DGCL”).

 

A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and incorporated into this Item 5.03 by reference.

 

On August 14, 2009, the Company filed with the Secretary of State of the State of Delaware a Restated Certificate of Incorporation as adopted by the Board of Directors of the Company on August 11, 2009 in accordance with the DGCL, which, effective upon filing, only restates and integrates into a single instrument all prior amendments to the Certificate of Incorporation.

 

A copy of the Restated Certificate of Incorporation is attached hereto as Exhibit 3.2 and incorporated into this Item 5.03 by reference.

 

This excerpt taken from the HFFC 8-K filed Nov 24, 2008.

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

 

On November 20, 2008, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations to its Certificate of Incorporation, as amended, establishing the terms of the Preferred Stock.  The Certificate of Designations was effective immediately upon filing.  A copy of the Certificate of Designations is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

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This excerpt taken from the HFFC 8-K filed Oct 17, 2008.

ITEM 5.03        AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

 

(a)           On October 15, 2008, the Board of Directors (the “Board”) of HF Financial Corp. (the “Company”) approved an amendment and restatement of the Company’s bylaws (as amended and restated, the “Restated Bylaws”) to revise the advance notice provisions therein.  The revisions to the Company’s bylaws are effective immediately.

 

The advance notice provisions set forth in Section 6 of Article I of the Company’s bylaws were revised in order to, among other things:

 

·              Provide that a stockholder (a “Proponent”) desiring to present a director nomination or other voting matter (other than business included in the Company’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (“Rule 14a-8”)) before an annual meeting of stockholders must provide written notice to the Company’s Secretary regarding director nominations and other business (other than business included in the Company’s proxy materials pursuant to Rule 14a-8) to be brought before an annual meeting of stockholders at least 90 days and not more than 120 days before the one-year anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the Proponent to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or the 10th day following the day on which public announcement of the date of such annual meeting is first made by the Company).  Before these revisions, the Company’s bylaws provided, generally, that a Proponent was required to provide such notice not less than 30 days prior to the date of the annual meeting.

 

·              Clarify that special meetings of stockholders may only be called by the Board of Directors (subject to the rights of holders of any class or series of preferred stock of the Company) and that only business included in the notice of special meeting of stockholders may be conducted at such meeting.

 

·              Provide that in the event a special meeting of stockholders is called for the purpose of electing one or more directors to the Board of Directors, a Proponent who is entitled to vote in such election of directors may nominate a person or persons for election to such position(s) only if the Proponent provides written notice of such nomination(s) to the Company’s Secretary not earlier than the 120th day prior to the date of such special meeting and not later than the close of business on the later of (1) the 90th day prior to the date of such special meeting, or (2) the 10th day following the day on which public announcement is first made by the Company of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such special meeting.

 

·              Broaden the type of information that must be provided to the Company regarding any proposed director nominee, including without limitation any material relationships between the director candidate and the Proponent.

 

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·              Broaden the type of information that must be provided to the Company regarding any proposed stockholder proposal (other than director nominations), including without limitation any material interests the Proponent has in such proposed proposal and the reasons for the proposal.

 

·              Require the Proponent to disclose all of its ownership, voting and other economic interests in the Company’s capital stock, including without limitation derivatives and hedge positions, and to periodically report changes in such information to the Company during the proxy solicitation period.

 

·              Require the Proponent to provide the Company a questionnaire and written representation that, among other things, the director candidate has not given any commitment or assurance to any third party on how such director candidate, if elected, will act or vote on any issue or question that has not been previously disclosed to the Company in writing.

 

The above summary of the revisions to the Company’s bylaws is qualified in its entirety by reference to the Restated Bylaws, a copy of which is attached to this report as Exhibit 3.1 and incorporated by reference herein.

 

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