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KFS > SEC Filings for KFS > Form 8-K on 19-Jun-2012All Recent SEC Filings

Show all filings for KINGSWAY FINANCIAL SERVICES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for KINGSWAY FINANCIAL SERVICES INC


19-Jun-2012

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events
On June 18, 2012, Kingsway Financial Services Inc. ("Kingsway" or the "Company") issued a press release announcing that its Board of Directors (the "Board") received and granted an exemption request under its tax benefit preservation plan (the "Plan") to Joseph Stilwell, a member of the Board. The Plan was implemented September 28, 2010 to protect the value of the Company's net operating losses (the "NOLs") accumulated in the Company's United States subsidiaries. While the Plan is designed to penalize the economic interests of any person or group which acquires 5% or more of the Company's outstanding common shares without approval of the Board, it also provides a limited grandfathering provision for existing 5% plus shareholders of the Company. Mr. Stilwell, directly or indirectly through funds he owns or controls, owns 16.8% of the common shares of Kingsway and is eligible to submit exemption requests through the grandfathering provision of the Plan. An exemption to purchase up to an additional 2% of shares on the open market was received by the Company on June 13, 2012. As approved by the Board, Mr. Stilwell's exemption is conditioned upon a two-week waiting period to allow other investors interested in considering exemption requests to petition the Board as well. Requests will be considered on a case-by-case basis and an exemption is at the discretion of the Board. The full Plan is available for review on the Company's website. A copy of the press release announcing that the Board received and granted an exemption request under the Plan to Joseph Stilwell is attached hereto as Exhibit 99.1 and is incorporated by reference herein.



Item 9.01 Financial Statements and Exhibits.
(d) Exhibits News Release Dated June 18, 2012 - Kingsway Grants Exemption from Tax Benefit Preservation Plan


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