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FMD > SEC Filings for FMD > Form 8-K on 2-Dec-2013All Recent SEC Filings

Show all filings for FIRST MARBLEHEAD CORP



Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Even

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 2, 2013, The First Marblehead Corporation (the "Corporation") filed a Certificate of Amendment of the Corporation's Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Certificate of Amendment"), which effected a reverse stock split of the outstanding common stock, $0.01 par value per share, of the Corporation (the "Common Stock") at an exchange ratio of 1-for-10 (the "Reverse Stock Split") and set the total number of authorized shares of all classes of the Corporation's stock immediately after the Reverse Stock Split at 45,000,000, consisting of 25,000,000 shares of common stock, $0.01 par value per share (the "New Common Stock"), and 20,000,000 shares of preferred stock, $0.01 par value per share.

As previously disclosed in a Current Report on Form 8-K filed on November 13, 2013, at the Corporation's 2013 Annual Meeting of Stockholders held on November 12, 2013, the stockholders of the Corporation voted to approve the Certificate of Amendment and granted discretionary authority to the Board of Directors of the Corporation to determine, at any time prior to the Corporation's 2014 Annual Meeting of Stockholders, whether and when to file the Certificate of Amendment. The Board of Directors of the Corporation subsequently approved the filing of the Certificate of Amendment.

As a result of the Reverse Stock Split, every ten shares of Common Stock outstanding or held in the treasury of the Corporation immediately prior to the effectiveness of the Reverse Stock Split were reclassified and combined into one share of New Common Stock without any change in the par value per share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fraction of one share of New Common Stock as a result of the Reverse Stock Split will instead receive an amount in cash equal to such fraction multiplied by the closing sale price of the New Common Stock on the New York Stock Exchange on December 3, 2013.

This Item 5.03, including the description herein of the Certificate of Amendment, is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is included as Exhibit 3.1 hereto and hereby incorporated herein by reference.

Item 8.01 Other Events.

On December 2, 2013, the Corporation issued the press release included as Exhibit 99.1 hereto to announce the Reverse Stock Split.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

  No.                                Description of Exhibit

 3.1         Certificate of Amendment of Restated Certificate of Incorporation of
             the Corporation, dated December 2, 2013

99.1         Press release issued by the Corporation on December 2, 2013 entitled,
             "First Marblehead Announces Reverse Stock Split"

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