Centennial Bank Holdings, Inc. - Current report filing (8-K)
May 07 2008 - 4:26PM
Edgar (US Regulatory)
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)
May 6, 2008
Centennial Bank Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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000-51556
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41-2150446
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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1331
Seventeenth St., Suite 300
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Denver, CO
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80202
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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
303-293-5563
(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:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
.
On May 6, 2008, the Companys stockholders approved two amendments
to the Companys Certificate of Incorporation: (1) to change the Companys
name to Guaranty Bancorp and (2) to allow stockholders to call a special
meeting of stockholders. A copy of the
Certificate of Amendment of the Companys Certificate of Incorporation is filed
as Exhibit 3.1 hereto and incorporated herein by reference. The Certificate of Amendment, including the
name change, becomes effective as of May 12, 2008.
On May 6, 2008, the Companys Board of Directors approved Amended
and Restated Bylaws of the Company. The
changes to the Bylaws include: (1) the name change to Guaranty Bancorp; (2) adding
a provision in Article I, Section 2 to allow stockholders who own 25%
of the outstanding shares of stock to call a special meeting of stockholders; (3) amendment
of Article I, Section 7 to clarify the revocability of proxies and
voting at meetings of stockholders; (4) adding a provision in Article I,
Section 8 to clarify the Inspector of Elections duties concerning
determining the validity and counting of proxies and ballots; (5) clarifying
amendments to Article I, Section 10 concerning advance notice procedures;
and (6) adding a new Article I, Section 11 regarding the
approval of stockholder proposals, which require the affirmative vote of the
holders of not less than a majority of all outstanding share of capital stock
of the Company. A copy of the Amended
and Restated Bylaws of the Company is filed as Exhibit 3.2 hereto and
incorporated herein by reference. The
Amended and Restated Bylaws become effective as of May 12, 2008.
Item 8.01 Other Events.
On May 6, 2008, the Company issued a press
release announcing the results of its Annual Meeting of Stockholders, including
the approval of the Companys name change to Guaranty Bancorp. A copy of the press release is furnished as Exhibit 99.1
hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is
being furnished herewith:
3.1
Certificate of
Amendment to Registrants Certificate of Incorporation, effective as of May 12,
2008.
3.2
Amended and
Restated Bylaws of the Registrant, effective as of May 12, 2008.
99.1
Press Release,
dated May 6, 2008.
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SIGNATURE
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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CENTENNIAL BANK HOLDINGS, INC.
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By:
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/s/
Zsolt K. Besskó
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Name:
Zsolt K. Besskó
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Title:
Executive Vice President,
General
Counsel and Secretary
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Date: May 7, 2008
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