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| DFR > SEC Filings for DFR > Form 8-K on 17-Oct-2008 | All Recent SEC Filings |
17-Oct-2008
Material Modification to Rights of Security Holders, Amendments to Articl
The disclosure set forth under Item 5.03 below is incorporated herein by reference.
On October 16, 2008, Deerfield Capital Corp. (the "Company") filed Articles of Amendment to its charter with the State Department of Assessments and Taxation of the State of Maryland to effect the Company's previously announced one-for-ten reverse stock split (the "Reverse Stock Split"). Pursuant to the Articles of Amendment, effective at 11:59 p.m. on October 16, 2008, every ten outstanding shares of the Company's common stock, par value $.001 per share, automatically converted into one share of common stock, par value $.001 per share. No fractional shares of common stock were issued in connection with the Reverse Stock Split. Any stockholder otherwise entitled to a fractional share will receive a cash payment in lieu thereof based upon the closing price for the common stock as reported by the New York Stock Exchange on October 16, 2008. A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Each stockholder's percentage ownership in the Company and proportional voting power remains unchanged after the Reverse Stock Split except for minor changes and adjustments resulting from fractional shares. The rights and privileges of stockholders are substantially unaffected by the Reverse Stock Split. However, as a result of the Reverse Stock Split, the CUSIP number for the Company's registered common stock is now 244331302. There was no change to the number of authorized shares of the Company's common stock as a result of the Reverse Stock Split.
(d) Exhibits.
3.1 Articles of Amendment to the Company's Charter, effective as of October 16, 2008
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