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): May 18, 2011

 

FIRSTCITY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: (254) 761-2800

 

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 obligations 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.   Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 18, 2011, FirstCity Financial Corporation (the “Company”) filed a Certificate of Elimination of New Preferred Stock (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware (the “Secretary of State”) to eliminate its New Preferred Stock (the “New Preferred Stock”), whose outstanding shares were redeemed by the Company on December 30, 2004, as disclosed previously.  The filing of the Certificate of Elimination was authorized by the Board of Directors of the Company in accordance with the General Corporation Law of the State of Delaware.  The Certificate of Elimination, effective upon filing, had the effect of eliminating from the Amended and Restated Certificate of Incorporation of the Company all matters set forth in the Certificate of Designations of the New Preferred Stock with respect to such series, which was previously filed by the Company with the Secretary of State on August 4, 1997 (the “Certificate of Designations”).  Accordingly, the 2,000,000 shares of New Preferred Stock previously reserved for issuance under the Certificate of Designations resumed their status as authorized but unissued shares of preferred stock of the Company upon filing of the Certificate of Elimination.

 

A copy of the Certificate of Elimination is included as an exhibit to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.

 

Item 9.01.   Financial Statements and Exhibits.

 

(d)           Exhibits:

 

3.1           Certificate of Elimination of New Preferred Stock, dated May 18, 2011

 

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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.

 

	FIRSTCITY FINANCIAL CORPORATION
Date: May 19, 2011	By:	/s/ J. Bryan Baker
		J. Bryan Baker
		Senior Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.		Description
3.1		Certificate of Elimination of New Preferred Stock, dated May 18, 2011

 

4

EXHIBIT 3.1

 

CERTIFICATE OF ELIMINATION

OF

NEW PREFERRED STOCK

OF

FIRSTCITY FINANCIAL CORPORATION

 

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

 

FirstCity Financial Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:

 

FIRST:  That on March 15, 2011, the Board of Directors of the Company duly adopted the following resolutions setting forth the proposed elimination of the Company’s New Preferred Stock, par value $0.01 per share (the “Preferred Stock”) as set forth herein:

 

RESOLVED, that the proper officers of the Company be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to execute, acknowledge and file, in accordance with the provisions of the General Corporation Law of the State of Delaware, a certificate of elimination setting forth that none of the existing Preferred Stock is outstanding, and that, as of the effective time of such certificate, none will be outstanding or be issued pursuant to the Certificate of Designations of the Preferred Stock of the Company governing such series, previously filed by the Company with the Secretary of State of the State of Delaware on August 4, 1997.

 

SECOND:  That the Certificate of Designations establishing 2,000,000 shares of the above Preferred Stock was filed in the office of the Secretary of State of Delaware on August 4, 1997.  None of the authorized shares of the Preferred Stock are outstanding and none will be outstanding or be issued subject to such Certificate of Designations.

 

THIRD:  That in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Amended and Restated Certificate of Incorporation is hereby amended to eliminate all reference to the Preferred Stock.

 

 

IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be executed by its duly authorized officer on this 18th day of May, 2011.

 

 

	FIRSTCITY FINANCIAL CORPORATION
	By:	/s/ James T. Sartain
		James T. Sartain
		President, Chief Executive Officer