Woodbridge Holdings Corp (Formerly Levitt Corp) - Current report filing (8-K)
2008年9月27日 - 5:24AM
Edgar (US Regulatory)
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3235-0060
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 26, 2008
WOODBRIDGE HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
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Florida
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001-31931
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11-3675068
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2100 West Cypress Creek Road, Fort Lauderdale, Florida
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33309
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(954) 940-4950
Not applicable
(Former name or former address, if changed since last report.)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On September 26, 2008, Woodbridge Holdings Corporation (the Company) filed Articles of
Amendment to its Amended and Restated Articles of Incorporation (the Amendment) with the Florida
Department of State for the purpose of effecting the Companys previously announced one-for-five
reverse stock split (the Reverse Split). As a result of the filing of the Amendment, the Reverse
Split became effective as of the close of business on September 26, 2008, at which time each five
shares of the Companys Class A Common Stock outstanding automatically converted into one share of
Class A Common Stock, and each five shares of the Companys Class B Common Stock outstanding
automatically converted into one share of Class B Common Stock. No fractional shares will be
issued in connection with the Reverse Split. Instead, any fractional share resulting from the
Reverse Split will be rounded up to the next largest whole share.
In addition to setting forth the terms of the Reverse Split, the Amendment also ratably
decreased the number of authorized shares of the Companys Class A Common Stock from 150,000,000 to
30,000,000 and the number of authorized shares of the Companys Class B Common Stock from
10,000,000 to 2,000,000. Additionally, the Companys Amended and Restated Articles of
Incorporation previously provided that the Companys Class A Common Stock will possess in the
aggregate 53% of the total voting power of the Companys common stock until the total number of
outstanding shares of the Companys Class B Common Stock fell below 600,000. In connection with
the Reverse Split, the Amendment ratably reduced this threshold such that the Companys Class A
Common Stock will possess in the aggregate 53% of the total voting power of the Companys common
stock until such time as the total number of outstanding shares of the Companys Class B Common
Stock falls below 120,000, at which time the Companys Class A Common Stock and Class B Common
Stock would each be entitled to one vote per share. The number of shares of the Companys Class A
Common Stock available for issuance under the Companys equity compensation plans and the number of
shares of Class A Common Stock underlying stock options and other exercisable or convertible
instruments were also ratably decreased in connection with the Reverse Split.
The Companys Class A Common Stock will begin trading on the New York Stock Exchange on a
split-adjusted basis upon the opening of the market on Monday, September 29, 2008, and will
continue to be traded under its current ticker symbol, WDG.
The Reverse Split has no impact on shareholders proportionate equity interests or voting
rights in the Company or the par value of the Companys Class A Common Stock or Class B Common
Stock, which in each case will remain unchanged at $0.01 per share. However, following the Reverse
Split, the CUSIP number of the Companys Class A Common Stock is now 978842201.
The foregoing description of the Amendment is qualified in its entirety by reference to the
full text of the Amendment, which is attached hereto as Exhibit 3.5 and is incorporated herein by
reference.
2
Item 9.01 Financial Statements and Exhibits.
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3.1
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Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 2.1
to the Companys Registration Statement on Form 8-A, filed with the Securities and Exchange
Commission on December 12, 2003)
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3.2
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Articles of Amendment to the Amended and Restated Articles of Incorporation,
effective as of September 26, 2007 (Incorporated by reference to Appendix A to the
Companys Definitive Proxy Statement on Schedule 14A, filed with the Securities and
Exchange Commission on September 6, 2007)
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3.3
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Articles of Amendment to the Amended and Restated Articles of Incorporation,
effective as of May 21, 2008
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3.4
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Articles of Amendment to the Amended and Restated Articles of Incorporation,
effective as of September 24, 2008 (Incorporated by reference to Appendix A to the
Companys Definitive Information Statement on Schedule 14C, filed with the Securities
and Exchange Commission on September 4, 2008)
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3.5
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Articles of Amendment to the Amended and Restated Articles of Incorporation,
effective as of September 26, 2008
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3
SIGNATURES
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.
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WOODBRIDGE HOLDINGS CORPORATION
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Date: September 26, 2008
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By:
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/s/ Alan B. Levan
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Alan B. Levan,
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Chairman of the Board and
Chief Executive Officer
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4
EXHIBIT INDEX
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Exhibit
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Description
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3.1
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Amended and Restated Articles of Incorporation (Incorporated by
reference to Exhibit 2.1 to the
Companys Registration Statement on Form 8-A, filed with the
Securities and Exchange Commission on December 12, 2003)
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3.2
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Articles of Amendment to the Amended and Restated Articles of
Incorporation, effective as of September 26, 2007 (Incorporated by
reference to Appendix A to the Companys Definitive Proxy
Statement on Schedule 14A, filed with the Securities and Exchange
Commission on September 6, 2007)
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3.3
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Articles of Amendment to the Amended and Restated Articles of
Incorporation, effective as of May 21, 2008
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3.4
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Articles of Amendment to the Amended and Restated Articles of
Incorporation, effective as of September 24, 2008 (Incorporated by
reference to Appendix A to the Companys Definitive Information
Statement on Schedule 14C, filed with the Securities and Exchange
Commission on September 4, 2008)
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3.5
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Articles of Amendment to the Amended and Restated Articles of
Incorporation, effective as of September 26, 2008
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5
Woodbridge Holdings Corp (NYSE:WDG)
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Woodbridge Holdings Corp (NYSE:WDG)
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から 6 2023 まで 6 2024