<PAGE>
SECURITIES AND EXCHANGE COMMISSIONPRIVATE
Washington, D.C. 20549
__________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JULY 6, 1998
Date of Report (Date of earliest event reported)
NOVASTAR FINANCIAL, INC.
------------------------
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Maryland 001-135333 74-2830661
-------- ---------- ----------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
(of Incorporation)
1901 West 47th Place
Suite 105
Westwood, Kansas 66205
---------------- -------------------
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
(913) 362-1090
--------------
(Registrant's Telephone Number,
Including Area Code)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
------------
NovaStar Financial, Inc. (the "Company") has amended its Charter to
include in Article XI a revised Section 3, "Prevention of Transfer,"
and a revised definition of "Beneficial Ownership" in Section 1. The
Certificate of Amendment was filed with the State of Maryland, State
Department of Assessments and Taxation on June 30, 1998. A copy of
the Certificate of Amendment of the Company's Charter is included
herewith as Exhibit 3.1.1, and a copy of the related Press Release
is included herewith as Exhibit 99.
Item 7(c). Exhibit
-------
3.1.1 NovaStar Financial, Inc. Certificate of Amendment, as filed
June 30, 1998.
99 Press Release, dated July 2, 1998
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: July 6, 1998
NOVASTAR FINANCIAL, INC.
By: /s/ Mark J. Kohlrus
--------------------------------
Mark J. Kohlrus
Senior Vice President, Treasurer
and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Page Number
- -------------- -----------
<S> <C>
3.1.1 NovaStar Financial, Inc. Certificate of Amendment, 4
as filed June 30, 1998.
99 Press Release, dated July 2, 1998 6
</TABLE>
<PAGE>
EXHIBIT 3.1.1
NOVASTAR FINANCIAL, INC.
CERTIFICATE OF AMENDMENT
NOVASTAR FINANCIAL, INC., a Maryland corporation (which is hereinafter
called the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST: The Charter of the Corporation is hereby amended as follows:
(a) Section 11.2.10 of Article XI of this Corporation's Charter be amended
to read in its entirety as follows:
Section 11.2.10. Settlements. Nothing contained in this Article XI or
-----------
in any provision hereof shall preclude the settlement of any transaction
entered into through the facilities of the NYSE or any other national
securities exchange or automated inter-dealer quotation system. Following
settlement, any transferee in such transaction shall be subject to all the
provisions and limitations set forth in this Article XI.
(b) the definition of "Beneficial Ownership" contained in Section 11.1 of
Article XI of this Corporation's Charter is amended to read as follows:
Beneficial Ownership. The term "Beneficial Ownership" shall mean
--------------------
beneficial ownership as determined under Rule 13d-3, as amended from time
to time, adopted pursuant to the Securities Exchange Act of 1934 (the "1934
Act"), of Capital Stock by a Person, whether the interest in the shares of
Capital Stock is held directly or indirectly (including by a nominee), and
shall include interests that would be treated as owned through the
application of Section 544 of the Code, as modified by Section 856(h)(1)(B)
of the Code. The terms "Beneficial Owner," "Beneficially Owns" and
"Beneficially Owned" shall have the correlative meanings.
SECOND: The amendment does not increase the authorized stock of the
Corporation.
THIRD: The foregoing amendment to the Charter of the Corporation has been
advised by the Board of Directors and approved by the stockholders of the
Corporation.
WITNESS: NOVASTAR FINANCIAL, INC.
/s/ Scott F. Hartman By /s/ W. Lance Anderson
- ---------------------------- ----------------------------
Scott F. Hartman, Secretary W. Lance Anderson, President
<PAGE>
THE UNDERSIGNED, President of NovaStar Financial, Inc., who executed on
behalf of the Corporation the foregoing Articles of Amendment of which this
certificate is made a part, hereby acknowledges in the name and on behalf of
said Corporation the foregoing Articles of Amendment to be the corporate act of
said Corporation and hereby certifies that to the best of his knowledge,
information and belief the matters and facts set forth therein with respect to
the authorization and approval thereof are true in all material respects under
the penalties of perjury.
/s/ W. Lance Anderson
----------------------------
W. Lance Anderson, President
<PAGE>
EXHIBIT 99
Company contact: Investor information requests:
Mark J. Kohlrus Anna LeCluyse
Chief Financial Officer 913.514.3500
913.514.3534 Fax 913.514.3515
NOVASTAR FINANCIAL, INC.
------------------------
ANNOUNCES PREVIOUSLY APPROVED AMENDMENTS TO ITS CHARTER
-------------------------------------------------------
(WESTWOOD, Kan. -- July 2, 1998)--NovaStar Financial, Inc. (NYSE: NFI) said
today that two amendments to the corporation's Charter, previously approved by
the shareholders at NovaStar's Annual Meeting of Shareholders, have become
effective.
First, certain technical amendments have been effected as requested by the
New York Stock Exchange in connection with the corporation's listing of its
outstanding securities on the NYSE. Second, the definition of the term
"Beneficial Ownership" in the provisions of the Charter limiting the ownership
of any investor in the capital stock of the corporation has been amended to
comply with the definition of such ownership as stated in Rule 13d-3 of the
Securities Exchange Act of 1934, as amended.
The principal ownership limitation of the Charter is the requirement that
no person, corporation, partnership, estate or trust shall own in excess of 9.8
percent of any class of capital stock of the corporation. The Charter amendment
may limit opportunities for stockholders to receive a premium for their
securities that might otherwise exist if any person were to attempt to assemble
a block of shares in excess of the number of shares permitted under the Charter.
The amendment will not affect in any way the validity or transferability of
stock certificates currently outstanding, nor will the change affect in any way
the capital structure of the Company.
Under the Charter, the Board of Directors may grant a full or partial
waiver of the ownership limitation to investors seeking a waiver prior to
exceeding the limitation. The forfeiture and other enforcement provisions of
the Charter operate automatically to any acquisition of shares in excess of the
limitation without prior Board waiver. Thus, investors are cautioned to ensure
that their beneficial ownership of such shares (as now defined in the Charter)
does not exceed the 9.8 percent limitation unless they have obtained a Board
waiver. Waivers previously granted by the Board will not be impacted by the
amendment and will remain in full force and effect.
As of July 2, 1998, there were 8,124,042 outstanding shares of Common Stock
listed on the NYSE under the symbol NFI, and, on July 1, 1998, the Common Stock
closed at a price of $16.13 per share.
###
