Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Axos Financial, Inc. | ex-99120151026stocksplitan.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 (Date of earliest event reported): October 26, 2015
BofI HOLDING, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-51201 | 33-0867444 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
4350 La Jolla Village Drive, Suite 140, San Diego, CA | 3/20/2152 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (858) 350-6200
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):
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 7.01 Regulation FD Disclosure.
On October 27, 2015, BofI Holding, Inc. (the "Company") issued a press release announcing that on October 26, 2015 its Board of Directors had approved a forward stock split through a stock dividend whereby each share of common stock would effectively be split into four shares of common stock. The Company will issue a dividend of three shares of common stock for every one share issued and outstanding as of November 6, 2015. The dividend will be paid on November 17, 2015, and BOFI common stock is expected to begin trading on a split-adjusted basis on November 18, 2015. A copy of the press release is filed herewith as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.
This Form 8-K and the information attached below shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Registrant that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Registrant or any of its affiliates.
Safe Harbor Statement
Statements in the exhibits contain forward-looking statements that involve risks and uncertainties, including without limitation statements relating to, among other things, the Company’s expectations, estimates and projections regarding the 4-for-1 forward stock split and the Company’s future business, operations and prospects. These forward-looking statements are made on the basis of the views and assumptions of management regarding future events and performance as of the date of this press release. Actual results and the timing of events could differ materially from those expressed or implied in such forward-looking statements as a result of risks and uncertainties, including without limitation changes in interest rates, inflation, government regulation, general economic conditions, conditions in the real estate markets in which we operate and other factors beyond our control. These and other risks and uncertainties detailed in BofI's periodic reports filed with the Securities and Exchange Commission could cause actual results to differ materially from those expressed or implied in any forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and BofI undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit | Description | |
99.1 | Press Release of BofI Holding, Inc. dated October 27, 2015 | |
SIGNATURE
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.
BofI HOLDING, INC. | |||
Date: October 27, 2015 | By: | /s/ Andrew J. Micheletti | |
Andrew J. Micheletti | |||
EVP and Chief Financial Officer | |||