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| SPF > SEC Filings for SPF > Form 8-K on 28-Oct-2009 | All Recent SEC Filings |
28-Oct-2009
Change in Directors or Principal Officers, Amendments to Articles of I
On October 26, 2009, the Board of Directors of the Company (the "Board") elected Peter Schoels, the managing partner of MatlinPatterson Global Advisers LLC, as a member of the Company's Board of Directors. Mr. Schoels was not appointed to serve as a member of any committee of the Board.
Mr. Schoels was nominated for appointment to the Board by MP CA Homes, LLC ("Investor"), an affiliate of MatlinPatterson Global Advisers LLC, in accordance with Section 2.2 of the Stockholders Agreement, dated as of June 27, 2008, between the Company and Investor (the "Stockholders Agreement"). Pursuant to the terms of the Stockholders Agreement, for so long as Investor owns at least 10% of the total voting power of the Company, it is entitled to designate such number of directors to serve on the Board as is proportionate to the total voting power of voting stock beneficially owned by Investor and its affiliates, provided that the number of directors appointed by Investor may never exceed one person less than a majority of the directors then serving on the Board. To the extent that Investor and its affiliates decrease their holdings of voting stock of the Company, the Company has the right to request the resignation of directors designated by Investor to maintain Investor's proportionate share. The election and appointment of each Investor designated director is subject to all legal requirements and the Company's reasonable governance standards regarding service as a director of the Company and to the reasonable approval of the Nominating and Corporate Governance Committee of the Board.
According to Mr. Schoels's Form 3 filing, Mr. Schoels has an indirect pecuniary interest in certain funds (the "Funds") that hold 100% of the membership interests in Investor. His exact pecuniary interest is not readily determinable because it is subject to several variables, including without limitation, the internal rates of return of the Funds overall and with respect to their indirect investment in the Company.
On October 26, 2009, the Board of Directors amended and restated the Company's bylaws to expand the Company's authorized number of directors from 7 to 8. The Company's Amended and Restated Bylaws are attached hereto as Exhibit 3.1.
(d) Exhibits
3.1 Amended and Restated Bylaws
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