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| KFS > SEC Filings for KFS > Form 8-K on 6-Jul-2012 | All Recent SEC Filings |
6-Jul-2012
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year,
Effective July 3, 2012, Kingsway Financial Services Inc. ("Kingsway" or the "Company") filed an amendment to the Company's Articles of Incorporation to provide for reverse stock split, or share consolidation, at a ratio of one (1) post-consolidation share for every four (4) of the Company's common shares that were issued and outstanding on the effective date of the amendment . The shareholders of Kingsway approved the authority of Kingsway's Board of Directors to effect the consolidation at its annual and special meeting of shareholders held on May 31, 2012, as previously announced in Kingsway's Current Report on Form 8-K filed on June 5, 2012.
As a result of the consolidation, every four (4) of the Company's common shares
that are issued and outstanding on the Effective Date will be automatically
combined into one (1) issued and outstanding common share, without any change in
the par value of such shares. Any fractional shares resulting from the
consolidation will be rounded up to the nearest whole. The consolidation will
have the effect of reducing the number of common shares of the Company issued
and outstanding from approximately 52 million shares pre-consolidation to
approximately 13 million shares post-consolidation.
The foregoing description of the consolidation is qualified in its entirety by
reference to the Certificate of Amendment providing for the consolidation, as
filed with the Director under the Ontario Business Corporation Act, a copy of
which is filed as Exhibit 3.1 hereto and is incorporated into this report by
reference.
On July 3, 2012, Kingsway issued a press release announcing that it has implemented a consolidation of the Company's common stock at a ratio of one (1) post-consolidation share for every four (4) pre-consolidation shares. The Company's common shares will continue to be traded on the Toronto Stock Exchange and the New York Stock Exchange under the symbol "KFS" and commenced trading on a post-consolidated basis under a new CUSIP number on both the Toronto Stock Exchange and the New York Stock Exchange when markets opened on July 5, 2012.
A copy of the press release announcing the consolidation is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
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