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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) July 10, 2008
Guaranty Financial Group Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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| 001-33661
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74-2421034 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 1300 MoPac Expressway South |
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| Austin, Texas
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78746 |
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| (Address of principal executive offices)
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(Zip Code) |
(Registrant’s telephone number, including area code)
(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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 10, 2008, Guaranty Financial Group Inc. (the “Company”) filed a Certificate of
Designations, Preferences and Rights (the “Certificate of Designations”) of Series B Mandatory
Convertible Perpetual Cumulative Preferred Stock, par value $0.01 per share (the “Series B
Preferred Stock”), with the Secretary of State of the State of Delaware, designating 7,800,000
shares of Series B Preferred Stock. The Series B Preferred Stock was created in connection with
the Investment Agreements, each dated June 7, 2008 (the “Investment Agreements”), between the
Company and several institutional investors and the Purchase Agreement, dated June 7, 2008 (the
“Purchase Agreement”), between the Company, Guaranty Bank and the institutional investors signatory
thereto. The Investment Agreements and the Purchase Agreement are both described in the Company’s
Current Report on Form 8-K filed June 9, 2008. A copy of the Certificate of Designations is
attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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3.1 |
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Certificate of Designations, Preferences and Rights of Series B Mandatory Convertible
Perpetual Cumulative Preferred Stock |
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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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| Date: July 11, 2008 |
Guaranty Financial Group Inc.
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By: |
/s/ Scott A. Almy
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Scott A. Almy |
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Executive Vice President, General Counsel and Secretary |
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Index to Exhibits
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Exhibit |
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3.1
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Certificate of Designations, Preferences and Rights of Series
B Mandatory Convertible Perpetual Cumulative Preferred Stock |
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