Current Report Filing (8-k)
19 Mars 2019 - 10:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March
19, 2019
Radian Group Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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1-11356
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23-2691170
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1500 Market Street,
Philadelphia, Pennsylvania
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19102
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code: (215)
231-1000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities act of 1933 (§230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Introductory Note
In 2009, Radian Group Inc. (the
Company
) adopted a Tax Benefits Preservation Plan, dated October 9, 2009, as amended as of
February 12, 2010 and May 3, 2010, between the Company and the Bank of New York Mellon (
BNY Mellon
), as Rights Agent (the
Plan
). Computershare Limited has since replaced BNY Mellon as Rights Agent
under the Plan. Under the Plan, certain Rights (as defined in the Plan) (the
Rights
) were issued for the purpose of preventing, under Internal Revenue Code Section 382 (
Section
382
), an
ownership change that would result in the limitation on the use of certain tax benefits of value to the Company. The Plan obligated the Companys board of directors (the
Board
) to at least annually consider
whether such limitation would no longer be material to the Company in light of all relevant factors, including, in particular, the amount and anticipated utilization of the tax benefits and the Companys market capitalization. If the Board were
to determine that such limitation would not be material, the Rights would expire pursuant to the terms of the Plan on the date of such determination (the
Expiration Date
).
In connection with the adoption of the Plan, the Company also amended its Amended and Restated Certificate of Incorporation (the
Charter
)
and
By-laws
(the
Current
By-laws
) to include provisions for the same purposes of preventing, under Section 382, an ownership change
and the resulting limitation on the use of the Companys tax benefits. These provisions placed restrictions on the transfer of ownership of the Companys common stock, which restrictions would be released upon the date the Board determined
that a limitation on the use of the tax benefits was no longer material to the Company (the
Restriction Release Date
).
Item 1.02
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Termination of a Material Definitive Agreement.
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The information set forth in the Introductory Note to this Current Report on Form
8-K
is incorporated herein by
reference in its entirety.
On March 19, 2019, the Board determined that a limitation on the use of the tax benefits under Section 382 was no
longer material to the Company and accordingly that the Rights were to expire on that date. On that date, in accordance with the terms of the Plan, the Expiration Date occurred, the Rights became null, void, and of no further effect and the Plan was
terminated.
The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the
Plan and the amendments thereto, copies of which are Exhibits 4.2 and 4.3 to the Annual Report on Form
10-K
filed by the Company on February 28, 2018 and are incorporated herein by reference.
Item 3.03
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Material Modification to Rights of Security Holders.
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The information set forth in Item 1.02 to this Current Report on Form
8-K
is incorporated herein by reference in its
entirety. As a result of the Boards determination on March 19, 2019 that a limitation on the use of the tax benefits under Section 382 was no longer material to the Company, as of such date, under the Charter and the Current
By-laws,
the Restriction Release Date occurred. Accordingly, the restrictions within the Charter and the Current
By-laws
on the transfer of ownership of the Companys
common stock terminated as of that date.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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The information set forth in Item 3.03 to this Current Report on Form
8-K
is incorporated herein by reference in its
entirety. Section 6.06 of the Current
By-laws
related in its entirety to restrictions on the transfer of ownership of the Companys common stock and the termination of those restrictions. Upon the
Restriction Release Date the restrictions on such transfers under the Current
By-laws
lapsed and are no longer operative. Effective March 19, 2019, the Board amended and restated in its entirety the
Current
By-laws
and adopted revised
by-laws
of the Company (the
Second Amended and Restated
By-laws
) and in
doing so removed the content of Section 6.06 in its entirety. A copy of the Second Amended and Restated
By-laws
is attached hereto as Exhibit 3.1 and a version marked against the Current
By-laws
is attached hereto as Exhibit 3.2, and each is incorporated herein by reference.
On March 19, 2019, the
Company filed a Certificate of Elimination (the
Certificate of Elimination
) with the Secretary of State of the State of Delaware eliminating all provisions of the Certificate of Designation filed by the Company with the Delaware
Secretary of State on October 9, 2009 related to a series of preferred stock designated as Series A Junior Participating Preferred Stock established pursuant to the Plan. A copy of the Certificate of Elimination is attached hereto as Exhibit
3.3 and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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RADIAN GROUP INC.
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(Registrant)
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Date: March 19, 2019
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By:
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/s/ Edward J. Hoffman
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Edward J. Hoffman
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General Counsel and Corporate Secretary
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