PICO HOLDINGS, INC. (NASDAQ:PICO) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03
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Material Modification to Rights of Security Holders
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On May 31, 2017, PICO Holdings, Inc., a California corporation
(PICO California), changed its state of incorporation from
California to Delaware through a merger with and into PICO
Holdings, Inc., a Delaware corporation established for such purpose
(the Company). The reincorporation was approved by the requisite
vote of shareholders at PICO Californias Annual Meeting of
Shareholders on May 4, 2017. Other than the change in the state of
incorporation, the reincorporation did not result in any change in
the business, physical location, management, assets, liabilities or
net worth of the Company, nor did it result in any change in
location of the Companys employees, including the Companys
management. In addition, upon the effectiveness of the
reincorporation, the Board of Directors of the Company consisted of
those persons elected to the current Board of Directors of PICO
California, who will continue to serve for the term of their
respective elections to the Board, and the individuals who served
as executive officers of PICO California immediately prior to the
reincorporation will continue to serve as executive officers of the
Company. Furthermore, the Companys common stock will continue to
trade on the Nasdaq Global Market.
(PICO California), changed its state of incorporation from
California to Delaware through a merger with and into PICO
Holdings, Inc., a Delaware corporation established for such purpose
(the Company). The reincorporation was approved by the requisite
vote of shareholders at PICO Californias Annual Meeting of
Shareholders on May 4, 2017. Other than the change in the state of
incorporation, the reincorporation did not result in any change in
the business, physical location, management, assets, liabilities or
net worth of the Company, nor did it result in any change in
location of the Companys employees, including the Companys
management. In addition, upon the effectiveness of the
reincorporation, the Board of Directors of the Company consisted of
those persons elected to the current Board of Directors of PICO
California, who will continue to serve for the term of their
respective elections to the Board, and the individuals who served
as executive officers of PICO California immediately prior to the
reincorporation will continue to serve as executive officers of the
Company. Furthermore, the Companys common stock will continue to
trade on the Nasdaq Global Market.
The reincorporation did not alter any shareholders percentage
ownership interest or number of shares owned in PICO California.
Shareholders are not required to undertake any exchange of PICO
Californias shares, as shares in PICO California, par value $0.001
per share, are deemed to represent an equal number of shares in the
Company, par value $0.001 per share.
ownership interest or number of shares owned in PICO California.
Shareholders are not required to undertake any exchange of PICO
Californias shares, as shares in PICO California, par value $0.001
per share, are deemed to represent an equal number of shares in the
Company, par value $0.001 per share.
In accordance with Rule 12g-3(a) under the Securities Exchange Act
of 1934, as amended (the Exchange Act), the shares of common stock
of the Company, as successor issuer to PICO California, are deemed
to be registered under Section 12(b) of the Exchange Act.
of 1934, as amended (the Exchange Act), the shares of common stock
of the Company, as successor issuer to PICO California, are deemed
to be registered under Section 12(b) of the Exchange Act.
As of May 31, 2017, the effective date of the reincorporation, the
rights of the Companys stockholders began to be governed by the
General Corporation Law of the State of Delaware (the DGCL) and the
Certificate of Incorporation and Bylaws of the Company attached
hereto as Exhibits 3.1 and 3.2, respectively. For a comparison of
the differences and similarities between the charters and bylaws of
PICO California and the Company, and between California and
Delaware corporate law, please refer to PICO Californias Definitive
Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on March 21, 2017.
rights of the Companys stockholders began to be governed by the
General Corporation Law of the State of Delaware (the DGCL) and the
Certificate of Incorporation and Bylaws of the Company attached
hereto as Exhibits 3.1 and 3.2, respectively. For a comparison of
the differences and similarities between the charters and bylaws of
PICO California and the Company, and between California and
Delaware corporate law, please refer to PICO Californias Definitive
Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on March 21, 2017.
Description of Capital Stock
The Companys authorized capital stock consists of 100,000,000
shares of common stock, $0.001 per share, and 10,000,000 shares of
Preferred Stock, par value $0.001 per share.
shares of common stock, $0.001 per share, and 10,000,000 shares of
Preferred Stock, par value $0.001 per share.
A description of material terms and provisions of the Companys
certificate of incorporation and bylaws affecting the rights of
holders of the Companys capital stock is set forth below. The
description is intended as a summary, and is qualified in its
entirety by reference to the Companys certificate of incorporation
and the bylaws filed as exhibits hereto.
certificate of incorporation and bylaws affecting the rights of
holders of the Companys capital stock is set forth below. The
description is intended as a summary, and is qualified in its
entirety by reference to the Companys certificate of incorporation
and the bylaws filed as exhibits hereto.
Common stock
Ranking. The voting, dividend and liquidation rights of the holders
of common stock are subject to and qualified by the rights of the
holders of preferred stock, if any, as may be designated by the
Companys board of directors.
of common stock are subject to and qualified by the rights of the
holders of preferred stock, if any, as may be designated by the
Companys board of directors.
Voting. Except as otherwise provided by the DGCL or by the
resolution or resolutions providing for the issuance of any series
of preferred stock, the holders of outstanding shares of common
stock shall have the exclusive right to vote for the election and
removal of directors and for all other purposes. Each outstanding
share of common stock entitles its holder to one vote on all
matters submitted to a vote of stockholders. In addition, while the
DGCL does not require cumulative voting, the Companys certificate
of incorporation permits cumulative voting in director elections.
resolution or resolutions providing for the issuance of any series
of preferred stock, the holders of outstanding shares of common
stock shall have the exclusive right to vote for the election and
removal of directors and for all other purposes. Each outstanding
share of common stock entitles its holder to one vote on all
matters submitted to a vote of stockholders. In addition, while the
DGCL does not require cumulative voting, the Companys certificate
of incorporation permits cumulative voting in director elections.
Dividends. Subject to the rights, if any, of the holders of any
outstanding series of preferred stock, each share of common stock
is entitled to receive and share equally in all dividends and other
distributions (payable in cash, property or capital stock of the
Company) when, as and if declared by the Companys board of
directors out of any assets or funds of the Company legally
available therefor and shall share equally on a per share basis in
such dividends and distributions.
outstanding series of preferred stock, each share of common stock
is entitled to receive and share equally in all dividends and other
distributions (payable in cash, property or capital stock of the
Company) when, as and if declared by the Companys board of
directors out of any assets or funds of the Company legally
available therefor and shall share equally on a per share basis in
such dividends and distributions.
Liquidation. Upon the dissolution, liquidation or winding up of the
affairs of the Company, subject to the rights, if any, of the
holders of any outstanding series of preferred stock and the claims
of creditors, the holders of shares of common stock shall be
entitled to receive the assets of the Company available for
distribution to its stockholders ratably in proportion to the
number of shares held by them.
affairs of the Company, subject to the rights, if any, of the
holders of any outstanding series of preferred stock and the claims
of creditors, the holders of shares of common stock shall be
entitled to receive the assets of the Company available for
distribution to its stockholders ratably in proportion to the
number of shares held by them.
No preemptive or subscription rights. No holder of shares of common
stock shall be entitled to preemptive or subscription rights.
stock shall be entitled to preemptive or subscription rights.
Preferred stock
Without stockholder approval, the Companys board of directors is
only authorized to designate and/or issue, out of the unissued
shares of preferred stock, one or more series of preferred stock in
connection with the Companys adoption of a tax benefits
preservation plan.
only authorized to designate and/or issue, out of the unissued
shares of preferred stock, one or more series of preferred stock in
connection with the Companys adoption of a tax benefits
preservation plan.
The issuance of preferred stock could, among other things, have the
effect of delaying, deferring, discouraging or preventing a change
in control of the Company and may adversely affect the market price
of the Companys common stock and the voting and other rights of the
holders of common stock.
effect of delaying, deferring, discouraging or preventing a change
in control of the Company and may adversely affect the market price
of the Companys common stock and the voting and other rights of the
holders of common stock.
Anti-takeover effects of provisions of the Companys certificate of
incorporation and the Companys bylaws
incorporation and the Companys bylaws
Special Meeting Requirements. The Companys certificate of
incorporation and bylaws provide that a special meeting of
stockholders may be called by the Companys board of directors, the
Chairman of the board of directors, or the holders of shares
entitled to cast not less than 10% of the votes at such meeting.
incorporation and bylaws provide that a special meeting of
stockholders may be called by the Companys board of directors, the
Chairman of the board of directors, or the holders of shares
entitled to cast not less than 10% of the votes at such meeting.
Advance Notice Requirement. The Companys bylaws contain an advance
notice procedure for stockholder proposals to be brought before an
annual meeting of stockholders, including proposed nominations of
persons for election to the board of directors. Stockholders at an
annual meeting may only consider proposals or nominations specified
in the notice of meeting or brought before the meeting by or at the
direction of the board of directors or by a stockholder of record
on the record date for the meeting, who is entitled to vote at the
meeting and who has delivered timely written notice in proper form
to the Company’s secretary or other appropriate officer of the
stockholders intention to bring such business before the meeting.
These provisions could have the effect of delaying until the next
stockholder meeting stockholder actions that are favored by the
holders of a majority of the Company’s outstanding voting
securities.
notice procedure for stockholder proposals to be brought before an
annual meeting of stockholders, including proposed nominations of
persons for election to the board of directors. Stockholders at an
annual meeting may only consider proposals or nominations specified
in the notice of meeting or brought before the meeting by or at the
direction of the board of directors or by a stockholder of record
on the record date for the meeting, who is entitled to vote at the
meeting and who has delivered timely written notice in proper form
to the Company’s secretary or other appropriate officer of the
stockholders intention to bring such business before the meeting.
These provisions could have the effect of delaying until the next
stockholder meeting stockholder actions that are favored by the
holders of a majority of the Company’s outstanding voting
securities.
Indemnification. The Companys certificate of incorporation and
bylaws provide that the Company, to the fullest extent permitted by
the DGCL, shall have the power to indemnify (and advance expenses
to) any person made or threatened to be made a party to, or
otherwise involved in, an action or proceeding, whether criminal,
civil, administrative, investigative, legislative or otherwise, by
reason of the fact that he, she, his or her testator or his or her
intestate is or was a director, officer, employee or agent of the
Company or any predecessor of the Company or serves or served at
any other enterprise as a director, officer, employee or agent at
the request of the Company or any predecessor to the Company.
bylaws provide that the Company, to the fullest extent permitted by
the DGCL, shall have the power to indemnify (and advance expenses
to) any person made or threatened to be made a party to, or
otherwise involved in, an action or proceeding, whether criminal,
civil, administrative, investigative, legislative or otherwise, by
reason of the fact that he, she, his or her testator or his or her
intestate is or was a director, officer, employee or agent of the
Company or any predecessor of the Company or serves or served at
any other enterprise as a director, officer, employee or agent at
the request of the Company or any predecessor to the Company.
These and other provisions may have the effect of deterring a
hostile takeover or delaying a change in control or management of
the Company.
hostile takeover or delaying a change in control or management of
the Company.
Exclusive forum
The Companys bylaws contains an exclusive forum selection provision
that requires certain legal actions, including shareholder
derivative lawsuits, to be adjudicated in the courts located in the
State of Delaware.
that requires certain legal actions, including shareholder
derivative lawsuits, to be adjudicated in the courts located in the
State of Delaware.
Section 203 of the Delaware General Corporation Law
The Company has expressly opted out of Section 203 of the DGCL.
Section 203 of the DGCL prohibits, subject to certain exceptions, a
Delaware corporation from engaging in a business combination with
an interested stockholder (i.e., a stockholder acquiring 15% or
more of the outstanding voting stock) for three years following the
date that such stockholder becomes an interested stockholder
without approval from the board of directors. Section 203 makes
certain types of unfriendly or hostile corporate takeovers more
difficult.
Section 203 of the DGCL prohibits, subject to certain exceptions, a
Delaware corporation from engaging in a business combination with
an interested stockholder (i.e., a stockholder acquiring 15% or
more of the outstanding voting stock) for three years following the
date that such stockholder becomes an interested stockholder
without approval from the board of directors. Section 203 makes
certain types of unfriendly or hostile corporate takeovers more
difficult.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits.
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Exhibit Number
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Description
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3.1
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Certificate of Incorporation of PICO Holdings, Inc., a
Delaware corporation |
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3.2
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Bylaws of PICO Holdings, Inc., a Delaware corporation
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About PICO HOLDINGS, INC. (NASDAQ:PICO)
PICO Holdings, Inc. (PICO) is a holding company. The Company’s segments include Water Resource and Water Storage Operations; Real Estate Operations, and Corporate. PICO’s subsidiary, Vidler Water Company, Inc. (Vidler), acquires and develops water resources and water storage operations in the southwestern United States, with assets and operations in Nevada, Arizona, Colorado and New Mexico. PICO develops new sources of water for municipal and industrial use, either from existing supplies of water, such as water used for agricultural purposes, acquiring unappropriated water, or discovering new water sources. The Real Estate Operations are conducted through UCP, Inc., which is a homebuilder and land developer in markets located in California, Washington State, North Carolina, South Carolina and Tennessee. The Corporate segment includes its investments in small businesses, typically venture capital-type situations and also includes the results from a portfolio of equity securities. PICO HOLDINGS, INC. (NASDAQ:PICO) Recent Trading Information
PICO HOLDINGS, INC. (NASDAQ:PICO) closed its last trading session up +0.75 at 17.10 with 147,496 shares trading hands.
