Amended Securities Registration (section 12(g)) (8-a12g/a)
16 Julho 2021 - 5:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment
No. 4)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NOVATION COMPANIES,
INC.
(Exact name of registrant as specified
in its charter)
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Maryland
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74-2830661
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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9229 Ward Parkway, Suite 340, Kansas City,
MO 64114
(Address of principal executive offices) (Zip
Code)
Securities to be registered pursuant to Section 12(b) of
the Act: None
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☐
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. x
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering
statement file number to which this form relates: Not applicable
Securities to be registered pursuant to Section 12(g) of
the Act: Series F Junior Participating Preferred Stock Purchase Rights
Explanatory Note
This Amendment No. 4 is being filed to amend the Registration Statement
on Form 8-A filed by Novation Companies, Inc. (the “Company”) with the Securities and Exchange Commission on September 21,
2011, as amended. This Amendment No. 4 is being filed to amend the description of the Company’s Rights Agreement with Computershare
Trust Company, N.A.
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Item 1.
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Description of Registrant’s Securities to be Registered.
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The Company is party to a Rights Agreement with Computershare
Trust Company, N.A., as Rights Agent (the “Rights Agent”), dated as of September 15, 2011, as amended by a First Amendment
to Rights Agreement dated as of June 20, 2014, a Second Amendment to Rights Agreement dated as of August 24, 2015, and a Third Amendment
to Rights Agreement dated as of July 20, 2018 (as amended, the “Rights Agreement”). The Rights Agreement is designed to preserve
the Company’s ability to use its net operating loss carryforwards to reduce potential future income tax liability by generally deterring
any person from acquiring shares of the Company’s common stock if the acquisition would result in such person, together with its
affiliates and associates, beneficially owning 4.9% or more of the Company’s common stock then outstanding without the approval
of the Company’s Board of Directors.
On July 15, 2021, the Company and the Rights Agent
entered into a Fourth Amendment to Rights Agreement (the “Fourth Amendment”) that amended the Rights Agreement to extend its
term through 5:00 p.m., New York City time, on July 20, 2024.
The rights issued pursuant to the Rights Agreement
are in all respects subject to and governed by the provisions of the Rights Agreement, as amended. Copies of the Rights Agreement, including
all amendments thereto, are attached as exhibits hereto and incorporated herein by reference. The foregoing description of the Fourth
Amendment does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is attached
as Exhibit 4.5 hereto and incorporated herein by reference.
Exhibit No.
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Description
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4.1
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Rights Agreement, dated as of September 15, 2011, between Novation Companies, Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on September 21, 2011).
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4.2
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First Amendment to Rights Agreement, dated as of June 20, 2014, between Novation Companies, Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.2 to the Form 8-A/A filed on June 20, 2014).
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4.3
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Second Amendment to Rights Agreement, dated as of August 24, 2015, between Novation Companies, Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.3 to the Form 8-A/A filed on August 28, 2015).
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4.4
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Third Amendment to Rights Agreement, dated as of July 20, 2018, between Novation Companies, Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on July 24, 2018).
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4.5
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Fourth Amendment to Rights Agreement, dated as of July 15, 2021, between Novation Companies, Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on July 16, 2021).
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
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NOVATION COMPANIES, INC.
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Date: July 16, 2021
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/s/ Carolyn K. Campbell
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Name: Carolyn K. Campbell
Title: Chief Financial Officer
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Novation Companies (CE) (USOTC:NOVC)
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