Attached files
--------------------------------------------------------------------------------
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 (date of earliest event reported): August 27, 2009
BANK OF FLORIDA CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 333-74997 59-3535315
------- --------- ----------
(State or other jurisdiction Commission File Number (I.R.S. Employer
Of incorporation) Identification No.)
1185 Immokalee Road, Naples, Florida 34110
--------------------------------------------------------------------------------
(address of principal executive offices) (Zip Code)
Registrant's telephone number: (239) 254-2100
-----------------
--------------------------------------------------------------
(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 Instructions A.2. below):
[ ] 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 8.01. Other Events.
On August 27, 2009, the Company held a Special Meeting of Shareholders, at which
three proposals were considered and approved, with the following number of
shares voted for, voted against, abstained from voting or which were the subject
of broker non-votes:
(i) adoption of an amendment to the Company's Restated Articles of
Incorporation to increase the number of authorized shares of common
stock from 20,000,000 to 100,000,000 and the number of authorized
shares of preferred stock from 1,000,000 to 10,000,000: For:
6,935,173; Against: 1,657,432; Abstain: 5,764; Broker Non-vote: 0;
(ii) authorization of a private placement of the Company's securities to
accredited investors, including our insiders: For 7,067,990; Against:
1,502,013; Abstain: 28,366; Broker Non-vote: 0; and
(iii) adjournment of the Special Meeting to solicit additional proxies in
the event there are insufficient votes to approve either of the other
proposals: For: 6,894,975; Against: 1,673,582; Abstain: 29,812;
Broker Non-vote: 0.
Following the Special Meeting, the Company filed with the Florida Secretary of
State Articles of Amendment to the Restated Articles of Incorporation increasing
the number of authorized shares of common stock from 20,000,000 to 100,000,000
and the number of authorized shares of preferred stock from 1,000,000 to
10,000,000, which became effective upon filing. A copy of the Articles of
Amendment is filed as Exhibit 3.1.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is being filed with this Report:
3.1 - Articles of Amendment to Articles of Incorporation.
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.
Bank of Florida Corporation
---------------------------
(Registrant)
Date: October 20, 2009
/s/ Tracy L. Keegan
---------------------------
Tracy L. Keegan
Chief Financial Officer & Executive Vice Presiden
