Item 1.01 Entry into a Material Definitive Agreement.
Novation Companies, Inc. (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 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 has been filed as Exhibit 4.1 hereto and is incorporated herein
by reference.
Item 3.03 Material Modification to Rights of Security Holders
The information regarding the Fourth Amendment set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
4.1 Fourth Amendment to Rights Agreement, dated as of July 15,
2021, by and between Novation Companies, Inc. and Computershare
Trust Company, N.A.
© Edgar Online, source Glimpses