form_8-k.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 13, 2013
General Finance Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
 (State or Other Jurisdiction of Incorporation)
     
001-32845
 
32-0163571
(Commission File Number)
 
(I.R.S. Employer Identification No.)
     
39 East Union Street
   
Pasadena, California
 
91103
(Address of Principal Executive Offices)
 
(Zip Code)
(626) 584-9722
 (Registrant’s Telephone Number, Including Area Code)
 
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):

 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 

 

 
 

 



EXPLANATORY NOTES
Certain References

References in this Report to “we,” “us,” “our” or the “Company” refer to General Finance Corporation, a Delaware corporation (“GFN”), and its direct and indirect subsidiaries. These subsidiaries include GFN U.S. Australasia Holdings, Inc., a Delaware corporation (“GFN U.S.”); GFN North America Corp., a Delaware corporation ("GFNNA"); GFN Manufacturing Corporation, a Delaware corporation ("GFNMC"), and its subsidiary Southern Frac, LLC, a Texas limited liability company; Royal Wolf Holdings Limited (formerly GFN Australasia Holdings Pty Limited), an Australian corporation publicly traded on the Australian Securities Exchange ("RWH"); and its Australian and New Zealand subsidiaries (collectively, "Royal Wolf"); Pac-Van, Inc., an Indiana corporation, and its Canadian subsidiary, PV Acquisition Corp., an Alberta corporation, doing business as "Container King" (collectively, "Pac-Van").
 

TABLE OF CONTENTS
       
Page
 
           
Item 5.03
 
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
 
           
Item 9.01
 
Financial Statements and Exhibits
 
 
           

Exhibit 3.1

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

On June 13, 2013 the Company filed with the Delaware Secretary of State a Certificate of Elimination (the “Certificate of Elimination”) of Certificate of Designation, Preferences and Rights of Series A 12.5% Cumulative Preferred Stock (“Series A Preferred Stock”) which cancelled all authorized shares of Series A Preferred Stock and the Amended and Restated Certificate of Designation, Preferences and Rights of Series A Preferred Stock. The Certificate of Elimination is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.


Item 9.01   Financial Statements and Exhibits

Exhibit:

 
3.1
General Finance Corporation Certificate of Elimination of Certificate of Designation, Preferences and Rights of Series A 12.5% Cumulative Preferred Stock


 
1

 


SIGNATURE

     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.
         
 
GENERAL FINANCE CORPORATION
  
 
Dated: June 13, 2013 
By:  
/s/ CHRISTOPHER A. WILSON  
 
   
Christopher A. Wilson
 
   
Vice President, General Counsel & Secretary
 
 


 
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EXHIBIT INDEX
     
Exhibit
   
Number
 
Exhibit Description
 
3.1
 
 
General Finance Corporation Certificate of Elimination of Certificate of Designation, Preferences and Rights of Series A 12.5% Cumulative Preferred Stock
 
     
     

 
 
3