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 4, 2005
NEW CENTURY FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-32314 | 56-2451736 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 18400 Von Karman Avenue, Suite 1000, Irvine, California | 92612 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (949) 440-7030
Former name or former address, if changed since last report: N/A
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:
| ¨ | 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)) |
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On August 4, 2005, the Board of Directors of New Century Financial Corporation, a Maryland corporation (the “Company”), approved the amendment and restatement of the Company’s Bylaws effective as of August 4, 2005. The purpose of the amendment and restatement was to, among other things, authorize the Chief Executive Officer to appoint all officers of the Company who are Vice Presidents or below, update the descriptions of the powers and duties of the Company’s officers contained in the Bylaws and to reflect the limited voting rights granted to holders of the Company’s preferred stock to elect additional directors of the Company upon the occurrence of a default in the payment of dividends on such holders’ class or series of preferred stock. The Second Amended and Restated Bylaws are filed as Exhibit 3.1 to this Current Report and are incorporated herein by reference.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| Item 9.01 | Financial Statements and Exhibits |
| (c) | Exhibits. |
| Exhibit No. |
Description of Exhibit | |
| 3.1 | Second Amended and Restated Bylaws of New Century Financial Corporation. | |
[Signature Page Follows.]
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEW CENTURY FINANCIAL CORPORATION | ||||||||
| August 8, 2005 |
By: | /s/ Robert K. Cole | ||||||
| Robert K. Cole | ||||||||
| Chairman and Chief Executive Officer | ||||||||
EXHIBIT INDEX
| Exhibit No. |
Description of Exhibit | |
| 3.1 | Second Amended and Restated Bylaws of New Century Financial Corporation. | |