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EX-3.9 - RESTATED CERTIFICATE OF FORMATION OF GAINSCO, INC - GAINSCO INCdex39.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 26, 2010

 

 

GAINSCO, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Texas   001-09828   75-1617013

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3333 Lee Parkway, Suite 1200, Dallas, Texas   75219
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (972) 629-4301

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 (see General Instruction 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.

On May 27, 2010, the Registrant filed Restated Articles of Formation (“Restated Articles”) with the office of the Secretary of State of the State of Texas. The Restated Articles, which were effective upon filing, reflect adoption of all of the amendments proposed at the Annual Meeting of Shareholders which was held on May 26, 2010. A copy of the Restated Articles is filed as an exhibit to this Report.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 26, 2010 the Company held its Annual Meeting of Shareholders. At the Annual Meeting action was taken on six items of business, with the voting results shown below.

 

  1. The directors listed below were elected to serve for the ensuing year and until their successors are duly elected and qualified:

 

Name of Director

   Votes For    Votes Withheld    Broker Non-Votes

Glenn W. Anderson

   3,814,012    6,541    659,600

Robert J. Boulware

   3,813,728    6,825    659,600

John C. Goff

   3,766,988    53,565    659,600

Joel C. Puckett

   3,813,188    7,365    659,600

Robert W. Stallings

   3,814,093    6,460    659,600

John H. Williams

   3,813,788    6,765    659,600

 

  2. Amendments to the Registrant’s Restated Articles of Incorporation, as amended (the “Existing Articles”), that conform to the Texas Business Organizations Code:

 

Votes For

  Votes Against   Abstentions   Broker Non-Votes
4,476,978   2,797   378   0

 

  3. An amendment to the Existing Articles that deletes references to previous reverse stock splits:

 

Votes For

  Votes Against   Abstentions   Broker Non-Votes
4,226,257   244,098   9,798   0

 

  4. An amendment to the Existing Articles to update the provisions pertaining to indemnification of officers and directors:

 

Votes For

  Votes Against   Abstentions   Broker Non-Votes
4,133,925   336,348   9,880   0

 

  5. An amendment to the Existing Articles to set the number of shareholder votes for certain actions:

 

Votes For

  Votes Against   Abstentions   Broker Non-Votes
4,127,735   342,954   9,464   0

 

  6. An amendment to the Existing Articles to update the provisions pertaining to limitation of liability of directors:

 

Votes For

  Votes Against   Abstentions   Broker Non-Votes
4,231,583   247,872   698   0

 

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

  

Description

3.9    Restated Certificate of Formation of GAINSCO, INC. as filed with the Secretary of State of the State of Texas on May 27, 2010 (filed herewith).

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

GAINSCO, INC.
/S/    DANIEL J. COOTS        
Daniel J. Coots, Senior Vice President, Treasurer and Chief Financial Officer

DATED: June 2, 2010

 

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EXHIBIT INDEX

 

Exhibit

  

Description

3.9    Restated Certificate of Formation of GAINSCO, INC. as filed with the Secretary of State of the State of Texas on May 27, 2010 (filed herewith).

 

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