Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 to
FORM 10-K
x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended June 30, 2011
¨ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 000-51201
BofI HOLDING, INC.
(Exact name of registrant as specified in its charter)
Delaware | 33-0867444 | |
(State or other jurisdiction of incorpation or organization) |
(I.R.S. Employer Identification No.) | |
12777 High Bluff Drive, Suite 100, San Diego, CA | 92130 | |
(Address of principal executive offices) | (Zip Code) | |
Registrants telephone number, including area code: (858) 350-6200 | ||
Securities registered under Section 12(b) of the Exchange Act: | ||
Title of each class |
Name of each exchange on which registered | |
Common stock, $.01 par value | NASDAQ Global Select Market |
Securities registered under Section 12(g) of the Exchange Act:
None
Indicated by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit an post such files). Yes ¨ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filed, or a non-accelerated filer. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated file ¨ | Accelerated filer x | Non-accelerated filer ¨ | Smaller reporting company ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, based upon the closing sales price of the common stock on the NASDAQ Global Select Market of $15.51 on December 31, 2010 was $134,534,000.
The number of shares of the Registrants common stock outstanding as of August 26, 2011 was 10,475,351.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrants definitive Proxy Statement for the period ended June 30, 2011 are incorporated by reference into Part III.
EXPLANATORY NOTE
This Amendment No. 1 to Annual Report on Form 10-K (this Amended Form 10-K) of BofI Holding, Inc. amends our Annual Report on Form 10-K for the fiscal year ended June 30, 2011 which was filed with the Securities and Exchange Commission on September 13, 2011 (the Original Form 10-K) solely to add reference to an active registration statement in Exhibit 23.1, which was inadvertently omitted from Exhibit 23.1 in the Original Form 10-K.
This Amended Form 10-K consists solely of the preceding cover page, this Explanatory Note, amended Item 15, the signature page, the restated consent filed as Exhibit 23.1, and restated Exhibits 31.1, 31.2, 32.1 and 32.2.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1). | Financial Statements: See Part II, Item 8Financial Statements and Supplementary data. |
(a)(2). | Financial Statement Schedules: All financial statement schedules have been omitted as they are either not required, not applicable, or the information is otherwise included. |
(a)(3). | Exhibits: |
Exhibit |
Description | Incorporated By Reference to | ||
3.1 | Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on July 6, 1999 | Exhibit 3.1 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005. | ||
3.1.1 | Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on August 19, 1999 | Exhibit 3.5 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005. | ||
3.1.2 | Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on February 25, 2003 | Exhibit 3.6 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005. | ||
3.1.3 | Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on January 25, 2005 | Exhibit 3.2 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005. | ||
3.1.4 | Certificate Eliminating Reference to a Series of Shares of Stock from the Certificate of Incorporation of the Company | Exhibit 3.3 to the Current Report on Form 8-K filed by the Company on September 7, 2011. | ||
3.2 | Bylaws of the Company | Exhibit 3.4 to the Registration Statement on Form S-1 (File No. 333-121329) filed on December 16, 2004. | ||
4.1 | Certificate of DesignationsSeries A 6% Cumulative Nonparticipating Perpetual Preferred Stock, Convertible through January 1, 2009 | Exhibit 3.3 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005. | ||
4.2 | Certificate of Designations6.0% Series B Non-Cumulative Perpetual Convertible Preferred Stock. | Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on September 2, 2011. | ||
4.3 | Certificate of Amendment to Certificate of Designations6.0% Series B Non-Cumulative Perpetual Convertible Preferred Stock. | Exhibit 3.2 to the Current Report on Form 8-K filed by the Company on September 7, 2011. | ||
10.1 | Form of Indemnification Agreement between the Company and each of its executive officers and directors | Exhibit 10.1 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on February 24, 2005. | ||
10.2* | Amended and Restated 1999 Stock Option Plan, as amended | Exhibit 10.2 to the Registration Statement on Form S-1 (File No. 333-121329) filed on December 16, 2004. | ||
10.3* | 2004 Stock Incentive Plan, as amended November 20, 2007 | Exhibit 10.3 to the Registration Statement on Form S-1 (File No. 333-121329) filed on December 16, 2004. | ||
10.4* | 2004 Employee Stock Purchase Plan, including forms of agreements thereunder | Exhibit 10.4 to the Registration Statement on Form S-1 (File No. 333-121329) filed on December 16, 2004. | ||
10.5 | Office Space Lease, dated April 25, 2005, for 12777 High Bluff Drive, San Diego, California 92130 by and between DL San Diego LP, a Delaware Limited Partnership, Landlord, and Bank of Internet USA, a federal savings bank, Tenant | Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on April 28, 2005. |
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Exhibit |
Description | Incorporated By Reference to | ||
10.6 | First Amendment to Lease, dated March 18, 2010, for Highlands Plaza II, located at 12777 High Bluff Drive, San Diego, California 92130, by and between Arden Realty Limited Partnership, a Maryland limited partnership, Landlord, and Bank of Internet USA, a federal savings bank, Tenant. | Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on May 6, 2010. | ||
10.7* | First Amended Employment Agreement, dated April 22, 2010, between Bank of Internet USA and Andrew J. Micheletti. | Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on April 28, 2010. | ||
10.8 | Amended and Restated Declaration of Trust of BofI Trust I dated December 16, 2004 | Exhibit 10.10 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005. | ||
10.9* | Employment Agreement, dated October 22, 2007, between the Company and subsidiaries, and Gregory Garrabrants | Exhibit 99.2 to the Current Report on Form 8-K filed by the Company on October 23, 2007. | ||
10.9.1* | Amended and Restated Employment Agreement, dated May 26, 2011, between the Company and subsidiaries, and Gregory Garrabrants | Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on May 27, 2011. | ||
21.1 | Subsidiaries of the Company consist of Bank of Internet USA (federal charter) and BofI Trust I (Delaware charter) | |||
23.1 | Consent of Crowe Horwath LLP, Independent Registered Public Accounting Firm | Filed herewith. | ||
24.1 | Power of Attorney. | Previously filed. | ||
31.1 | Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith. | ||
31.2 | Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith. | ||
32.1 | Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith. | ||
32.2 | Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith. |
* | Indicates management contract or compensatory plan, contract or arrangement. |
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Amendment No. 1 to Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
BOFI HOLDING, INC. | ||||||
Date: September 30, 2011 | By: | /s/ Gregory Garrabrants | ||||
Gregory Garrabrants President and Chief Executive Officer |
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