Item 3.02 Unregistered Sales of
On
The terms of the Preferred Stock are more fully described in Exhibit A to the
Articles of Amendment to the Articles of Incorporation filed with the
This Current Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall it constitute an offer
to sell, solicitation or sale in any jurisdiction in which such offer,
solicitation or sale would be unlawful. These securities have not been
registered under the Securities Act or any state securities laws and, unless so
registered, may not be offered or sold in
Item 3.03. Material Modification to Rights of Security Holders
Under the Articles of Amendment to Summit's Articles of Incorporation filed on
Except as provided below, holders of the Preferred Stock will have no voting rights, except as otherwise required by law or Summit's Articles of Incorporation and are not entitled to any preemptive or preferential rights to purchase any of Summit's securities. So long as any shares of Series 2021 preferred stock remain outstanding, Summit will not, without the affirmative vote or consent of the holders of at least two-thirds (2/3) of the outstanding shares of the Preferred Stock and any then-outstanding parity stock entitled to vote thereon, voting together as a single class:
• amend or alter the provisions of Summit's Articles of Incorporation or Articles of Amendment so as to authorize or create, or increase the authorized amount of, any class or series of stock ranking senior to the Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding-up of Summit;
• amend, alter or repeal the provisions of Summit's Articles of Incorporation or Articles of Amendment so as to materially and adversely affect the special rights, preferences, privileges and voting powers of the Preferred Stock, taken as a whole; or
• consummate a binding share exchange or reclassification involving the Preferred Stock or a merger or consolidation of Summit with another corporation or other entity, unless in each case (i) the shares of Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which we are not the surviving or resulting entity, are converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, and (ii) such shares remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Preferred Stock, taken as a whole.
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For so long as any Preferred Stock is outstanding, no dividends may be declared
or paid on junior preferred stock, preferred stock ranking pari passu with the
Preferred Stock, or common stock (other than in the case of pari passu preferred
stock and dividends on a pro rata basis with the Preferred Stock), nor may
Summit repurchase or redeem any junior preferred shares, preferred shares
ranking pari passu with the Preferred Stock or common shares, unless the full
dividend for the latest completed dividend period has been paid or declared and
a sum sufficient for the payment of those dividends has been set aside.
The Preferred Stock is perpetual and has no maturity date and is not subject to
any mandatory redemption, sinking fund, or other similar provisions. Except for
the redemption upon the occurrence of a regulatory capital treatment event, the
shares of Preferred Stock are not redeemable prior to
In addition to the foregoing, the information set forth under "Item 3.02
Unregistered Sales of
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements regarding the potential sale of the remaining [250] unsold shares of Preferred Stock in a subsequent closing. The words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement.
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond Summit's control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in Summit's forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, Summit does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 3.1 Articles of Amendment to Articles of Incorp oration
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