HOVNANIAN ENTERPRISES, INC (OTCMKTS:HOVVB) Files An 8-K Material Modification to Rights of Security Holders
Item 9.01. Material Modification to Rights of Security Holders.
The information contained in Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed in a Current Report on Form 8-K filed by Hovnanian Enterprises, Inc. (the “Company”) with the Securities and Exchange Commission on March 20, 2019, the Company held its annual meeting of stockholders on March 19, 2019, at which meeting the Company’s stockholders approved the Certificate of Amendment (the “Certificate of Amendment”) to the Restated Certificate of Incorporation of the Company, as amended, to effect a reverse stock split of the Company’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and the Company’s Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”, together with the Class A Common Stock, the “Common Stock”), and, contemporaneously with such reverse stock split, to effect a corresponding decrease in the number of authorized shares of Class A Common Stock and Class B Common Stock. Following the stockholders’ approval, the Company’s Board of Directors (the “Board”), on March 19, 2019, determined to effectuate the reverse stock split of the Common Stock (including treasury shares) at a 1-for-25 ratio (the “Reverse Stock Split”) and to proportionately decrease the number of authorized shares of Class A Common Stock from 400,000,000 to 16,000,000 and Class B Common Stock from 60,000,000 to 2,400,000.
On March 28, 2019, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split effective as of 12:01 a.m. (New York City time) on March 29, 2019 (the “Effective Time”). At the Effective Time, every 25 shares of issued Class A Common Stock (including treasury shares) were automatically combined into one issued share of Class A Common Stock, and every 25 shares of issued Class B Common Stock (including treasury shares) were automatically combined into one issued share of Class B Common Stock, without any change in the par value per share. The Certificate of Amendment also proportionatelydecreased, as of the Effective Time, the number of authorized shares of Class A Common Stock and Class B Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Shareholders otherwise entitled to receive a fractional share as a result of the Reverse Stock Split will receive a cash payment in lieu of such fractional shares.
In addition, at the Effective Time, the number of Preferred Stock Purchase Rights, representing the right to purchase from the Company 1/10,000th of a share of Series B Junior Preferred Stock issuable to the Rights Agreement, dated as of August 14, 2008, as amended by Amendment No. 1 thereto, dated as of January 11, 2018, by and between the Company and Computershare Trust Company, N.A., as Rights Agent (as successor to National City Bank), was contemporaneously decreased in proportion to the same 1-for-25 ratio. The Reverse Stock Split did not affect the Company’s 7.625% Series A Preferred Stock or the Depositary Shares representing 1/1,000th of a share of such Series A Preferred Stock and also did not affect the Company’s authorized number of shares of preferred stock.
The Class A Common Stock began trading on a Reverse Stock Split-adjusted basis on the New York Stock Exchange at the opening of trading on March 29, 2019. The trading symbol for Class A Common Stock remains “HOV.” The new CUSIP number for Class A Common Stock following the Reverse Stock Split is 442487401. The new CUSIP number for Class B Common Stock following the Reverse Stock Split is 442487500. Copies of the specimen stock certificates of the post Reverse Stock Split Common Stock are attached to this Current Report on Form 8-K as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.
The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
Additionally, on March 28, 2019, the Company filed the Restated Certificate of Incorporation of the Company (the “Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware, which restated and integrated but did not further amend the Company’s Certificate of Incorporation, as then amended. The Restated Certificate of Incorporation became effective at 12:30 a.m. (New York City time), on March 29, 2019. A copy of the Restated Certificate of Incorporation is filed as Exhibit 3.2 to this Current Report on Form 8-Kand incorporated herein by reference.
Item 9.01. Other Events.
On March 29, 2019, the Company issued a press release announcing the effectiveness of the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
HOVNANIAN ENTERPRISES INC Exhibit
EX-3.1 2 ex_139014.htm EXHIBIT 3.1 ex_139014.htm Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF HOVNANIAN ENTERPRISES,…
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About HOVNANIAN ENTERPRISES, INC (OTCMKTS:HOVVB)
Hovnanian Enterprises, Inc. is a builder of residential homes. The Company designs, constructs, markets and sells single-family detached homes, attached townhomes and condominiums, urban infill and active lifestyle homes in planned residential developments. The Company has two distinct operations: homebuilding and financial services. Its homebuilding operations consist of six segments: Northeast: New Jersey and Pennsylvania; Mid-Atlantic: Delaware, Maryland, Virginia, Washington, District of Columbia, and West Virginia; Midwest: Illinois and Ohio; Southeast: Florida, Georgia and South Carolina; Southwest: Arizona and Texas, and West: California. Its financial services operations provide mortgage loans and title services to the customers of its homebuilding operations. The Company markets and builds homes for first-time buyers, first-time and second-time move-up buyers, luxury buyers, active lifestyle buyers and empty nesters.
