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BYFC > SEC Filings for BYFC > Form 8-K on 3-Jul-2012All Recent SEC Filings

Show all filings for BROADWAY FINANCIAL CORP \DE\ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for BROADWAY FINANCIAL CORP \DE\


3-Jul-2012

Entry into a Material Definitive Agreement, Unregistered Sale of Equ


Item 1.01 Entry into Definitive Material Agreement.

Broadway Financial Corporation (the "Corporation") entered into individual stock purchase agreements on July 2, 2012 with certain of its directors and with its President and Chief Executive Officer providing for purchases by such persons of the Corporation's common stock at a per share purchase price of $1.30, in each case paid in cash on July 2, 2012. The per share purchase price of $1.30 was equal to the "market value" of the shares as of the date of sale as determined in accordance with NASDAQ Listing Rule 5005(a)(22). The agreements provided for the following purchases of common stock by all but two of the Corporation's directors and by the President and Chief Executive Officer as follows:

                                                            Number of            Aggregate
Purchaser                                                    Shares           Purchase Price
Paul Hudson, Chairman of the Board                              19,231        $        25,000
Virgil Roberts, Director                                        19,231        $        25,000
Robert Davidson, Director                                       19,231        $        25,000
A. Odell Maddox, Director                                       19,231        $        25,000
Daniel Medina, Director                                         19,231        $        25,000
Wayne Bradshaw, President and Chief Executive Officer           19,231        $        25,000

The stock purchases were not contingent on the completion of any other transaction. The stock purchase agreements provide, however, that if the Corporation sells shares in any recapitalization transaction within three months after July 2, 2012 at a price per share that is higher than the per share price stated in the stock purchase agreements, the purchasers under the stock purchase agreements will be deemed to have purchased their shares at such higher price and will be required to return an appropriate number of shares of common stock to the Corporation to effectuate such per share price adjustment.



Item 3.02 Unregistered Sales of Equity Securities.

On July 2, 2012 Broadway Financial Corporation (the "Corporation") sold an aggregate of 115,386 shares of common stock to certain of its directors and the President and Chief Executive Officer of the Corporation for an aggregate purchase price of $150,000. The sales were undertaken as private placements to accredited investors in compliance with the exemption from registration provided by Section 4(2) of the Securities Act and Regulation D thereunder.


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