Attached files
file | filename |
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EX-3.2 - EXHIBIT 3.2 - E TRADE FINANCIAL CORP | dp17055_ex0302.htm |
EX-3.1 - EXHIBIT 3.1 - E TRADE FINANCIAL CORP | dp17055_ex0301.htm |
UNITED
STATES
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: March 30, 2010
(Date of
earliest event reported)
E*TRADE
Financial Corporation
(Exact
name of Registrant as Specified in its Charter)
Delaware
|
1-11921
|
94-2844166
|
(State or other
jurisdiction
of
incorporation or organization)
|
(Commission File
Number)
|
(I.R.S.
Employer
Identification
Number)
|
135 East 57th Street, New York,
New York 10022
|
(Address of Principal Executive
Offices and Zip Code)
|
(646)
521-4300
(Registrant’s
Telephone Number, including Area Code)
Not
Applicable
(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:
¨
|
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))
|
Item
5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year Item.
On March
30, 2010, E*TRADE Financial Corporation (the “Company”) filed Certificates of
Elimination with the Secretary of State of the State of Delaware to eliminate
the Company’s Series A Preferred Stock (“Series A Preferred”) and its Series B
Participating Cumulative Preferred Stock (“Series B Preferred”). The
Certificate of Elimination of the Series A Preferred (a) eliminated the previous
designation of one share of Series A Preferred, which was not outstanding at the
time of filing, (b) upon such elimination, caused such share of Series A
Preferred to resume its status as an undesignated share of preferred stock of
the Company and (c) eliminated from the Restated Certificate of Incorporation of
the Company all references to the Series A Preferred. The Certificate
of Elimination of the Series B Preferred (a) eliminated the previous designation
of 500,000 shares of Series B Preferred, none of which were outstanding at the
time of filing, (b) upon such elimination, caused such shares of Series B
Preferred to resume their status as undesignated shares of preferred stock of
the Company and (c) eliminated from the Restated Certificate of Incorporation of
the Company all references to the Series B Preferred. Copies of the
Certificate of Elimination of the Series A Preferred and the Certificate of
Elimination of the Series B Preferred are attached hereto as Exhibit 3.1 and
3.2, respectively, and are incorporated by reference herein.
Item
9.01.
|
Financial
Statements and Exhibits.
|
(d) Exhibits.
Exhibit
No.
|
Description
|
||
3.1
|
Certificate of Elimination of
Series A Preferred Stock of E*TRADE Financial
Corporation
|
||
3.2
|
Certificate of Elimination of
Series B Participating Cumulative Preferred Stock of E*TRADE Financial
Corporation
|
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.
E*TRADE
FINANCIAL CORPORATION
|
||||||
Date:
|
March
30, 2010
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By:
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/s/ Karl
A. Roessner
|
|||
Name:
|
Karl
A. Roessner
|
|||||
Title:
|
Corporate
Secretary
|
EXHIBIT
INDEX
Exhibit
No.
|
Description
|
||
3.1
|
Certificate of Elimination of
Series A Preferred Stock of E*TRADE Financial
Corporation
|
||
3.2
|
Certificate of Elimination of
Series B Participating Cumulative Preferred Stock of E*TRADE Financial
Corporation
|