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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 14, 1997
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THE CENTRIS GROUP, INC.
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(Exact name of Registrant as specified in its charter)
0-15196
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(Commission File Number)
Delaware 33-0097221
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
650 Town Center Drive, Suite 1600, Costa Mesa, CA 92626
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(Address of principal executive offices) (Zip Code)
(714) 549-1600
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(Registrant's telephone number, including area code)
US FACILITIES CORPORATION
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(Former name or former address, if changed since last report)
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INFORMATION REQUIRED IN CURRENT REPORT
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Item 5. Other Events
At the Annual Meeting of Stockholders of the Registrant held on May 14,
1997, stockholder approval was obtained to amend the Registrant's Restated
Certificate of Incorporation to change the name of the Registrant from US
FACILITIES CORPORATION to THE CENTRIS GROUP, INC., and to increase the number of
authorized common shares from 20,000,000 to 40,000,000 shares. The Certificate
of Amendment to the Restated Certificate of Incorporation of the Registrant was
thereafter filed on May 14, 1997 with the Secretary of State of Delaware
effecting these changes on that date.
The Registrant has also changed its trading symbol on the New York
Stock Exchange from "UF" to "CGE".
Item 7. Exhibits
Exhibit 3(i) Certificate of Amendment to the Restated
Certificate of Incorporation of Registrant, effective
as of May 14, 1997.
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, thereunto duly authorized.
US FACILITIES CORPORATION
Date: May 15, 1997 By /s/ JOSE A. VELASCO
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JOSE A. VELASCO
Senior Vice President, Secretary
and General Counsel
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Exhibit 3(i)
Page 1
State of Delaware
Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF AMENDMENT OF "US FACILITIES CORPORATION", CHANGING
ITS NAME FROM "US FACILITIES CORPORATION" TO "THE CENTRIS GROUP, INC.",
FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF MAY, A.D. 1997, AT 12:45
O'CLOCK P.M.
A CERTIFIED OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
[GREAT SEAL OF THE STATE OF DELAWARE]
[Seal of the Secretary's Office] /s/ Edward J. Freel
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Edward J. Freel, Secretary of State
0939578 8100 AUTHENTICATION: 8465216
971157441 DATE: 05-14-97
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:45 PM 05/14/1997
971157441 - 0939578
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
US FACILITIES CORPORATION
US FACILITIES CORPORATION, a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), DOES
HEREBY CERTIFY:
The amendment set forth below to the Corporation's Restated Certificate
of Incorporation was duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware:
Article FIRST is amended to read in full as follows:
FIRST: The name of the Corporation is The Centris Group, Inc.
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(hereinafter sometimes referred to as the "Corporation").
Article FOURTH, Section A, is amended to read in full as follows:
FOURTH:
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A. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is forty-five million (45,000,000),
consisting of:
(1) five million (5,000,000) shares of Preferred Stock, par
value one cent ($.01) per share (the "Preferred Stock"); and
(2) forty million (40,000,000) shares of Common Stock, par
value one cent ($.01) per share (the "Common Stock").
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IN WITNESS WHEREOF, US FACILITIES CORPORATION has caused this
Certificate to be signed and attested by its duly authorized officers this 14th
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day of May, 1997.
US FACILITIES CORPORATION
By /s/ DAVID L. CARGILE
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DAVID L. CARGILE, President
ATTEST:
By /s/ JOSE A. VELASCO
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JOSE A. VELASCO, Secretary
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