Attached files
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EX-3.1 - EX-3.1 - TIPTREE INC. | y03916exv3w1.htm |
EX-99.1 - EX-99.1 - TIPTREE INC. | y03916exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 3, 2010 (September 1, 2010)
Date of Report (Date of earliest event reported)
Date of Report (Date of earliest event reported)
CARE INVESTMENT TRUST INC.
(Exact name of registrant as specified in its charter)
Maryland (State or other jurisdiction of incorporation) |
001-33549 (Commission File Number) |
38-3754322 (I.R.S. Employer Identification No.) |
505 Fifth Avenue, 6th Floor, New York, New York | 10017 | |
(Address of principal executive offices) | (zip code) |
Registrants telephone number, including area code: (212) 771-0505
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
In connection with the equity investment made by Tiptree Financial Partners, L.P., a Delaware
limited partnership, in newly issued common stock, par value $0.001, of Care Investment Trust Inc.
(the Company) at $9.00 per share and a cash tender offer by the Company for up to 100% of the
Companys issued and outstanding shares of common stock also for $9.00 per share (the Tiptree
Transaction), at the meeting on August 13, 2010, stockholders approved an amendment to the
Companys amended and restated articles of incorporation (the charter) to reinstate section
7.2.1(a)(iii) effective 20 days after the consummation of the Tiptree Transaction, September 2,
2010. The amendment provides that: Notwithstanding any other provisions contained herein, any
Transfer of shares of Capital Stock (whether or not such Transfer is the result of a transaction
entered into through the facilities of the NYSE or any other national securities exchange or
automated inter-dealer quotation system) that, if effective, would result in the Capital Stock
being Beneficially Owned by less than 100 Persons (determined under the principles of Section
856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights
in such shares of Capital Stock. The amended articles are filed with this Report as Exhibit 3.1.
Item 8.01. | Other Events. |
On September 1, 2010, Care Investment Trust Inc. announced that its Board of Directors approved a stock
split in the ratio of three-for-two to be effected in the form of a common stock dividend. Each
shareholder of record as of the close of business on September 13, 2010 will receive a dividend
equal to one-half of one share of the Companys common stock for each outstanding share held on the
record date. The dividend will be distributed to shareholders on September 20, 2010.
The Company issued a press release to announce the stock split. A copy
of the press release is attached hereto as Exhibit 99.1.
As previously announced on August 31, 2010, the Company received a letter dated August 27, 2010, from the New York Stock
Exchange (NYSE) stating that trading in the Companys common stock would be suspended effective
as of the close of trading on August 26, 2010 and that an application by the NYSE to the Securities and Exchange Commission (SEC)
to delist the issue is pending completion of applicable NYSE procedures. The Company intends to appeal the NYSE staffs
decision.
The
Companys shares are eligible for trading under the ticker
CVTR. In order to facilitate trading in its stock during
the pendency of the NYSE appeal process, the Company has applied for
listing on the OTCQX listing platform. There can be no assurance that
such application will be granted by the OTCQX. The Company will
update stockholders of the outcome of the OTCQX application through
the issuance of a future press release.
Item 9.01 Exhibits
(d) Exhibits
The following exhibits are filed as part of this Report to the extent described in Items 5.03 and 8.01.
Exhibit No. | Description of Document | |
3.1 |
Amended and Restated Articles | |
99.1 |
Press Release |
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.
Date:
September 3, 2010
CARE INVESTMENT TRUST INC. |
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By: | /s/Paul F. Hughes | |||
Name: | Paul F. Hughes | |||
Title: | Chief Compliance Officer and Secretary | |||