-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VMfA7rp+5Uz2siiKdp2K+PllYWUDLTNUwtKtrvkLnEVno7H5NRoCU5OcdqxvaUdk H0OzX3C1O5YzSXrc7/V6wA== 0001025953-06-000047.txt : 20060217 0001025953-06-000047.hdr.sgml : 20060217 20060217101925 ACCESSION NUMBER: 0001025953-06-000047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060217 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060217 DATE AS OF CHANGE: 20060217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOVASTAR FINANCIAL INC CENTRAL INDEX KEY: 0001025953 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 742830661 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13533 FILM NUMBER: 06627459 BUSINESS ADDRESS: STREET 1: 8140 WARD PARKWAY STREET 2: STE 300 CITY: KANSAS CITY STATE: MO ZIP: 64114 BUSINESS PHONE: 8162377000 MAIL ADDRESS: STREET 1: 8140 WARD PARKWAY STREET 2: STE 300 CITY: KANSAS CITY STATE: MO ZIP: 64114 8-K 1 form8k.htm FORM 8-K

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

 

February 17, 2006

Date of Report (Date of earliest event reported)

 

NOVASTAR FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

 

001-13533

 

74-2830661

(State or other jurisdiction of incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

8140 Ward Parkway, Suite 300, Kansas City, MO 64114

(Address of principal executive offices)

(Zip Code)

 

(816) 237-7000

(Registrant’s telephone number, including area code)

 

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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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))

 


 

 

INFORMATION TO BE INCLUDED IN THE REPORT

 

Item 5.04 – Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

 

On February 17, 2006, NovaStar Financial, Inc. (the “Company”) filed a prospectus supplement to its prospectus dated January 20, 2006 to extend the expiration date of the Company’s offer to rescind (the “Rescission Offer”) the previous purchase of shares of Company common stock included in units in the NovaStar Common Stock Fund, which was an investment alternative under the Company’s 401(k) Plan, purchased during the one-year period immediately preceding January 20, 2006. In order to process the Rescission Offer, the Company, as Plan administrator, must temporarily suspend all transactions related to the NovaStar Fund for Plan participants that accept the Rescission Offer.

As a result of extending the expiration date of the Rescission Offer, the beginning and ending dates of the temporary suspension have changed. On February 17, 2006, the Company sent a notice to its directors and executive officers informing them that a blackout period may be in effect beginning at 5:00 p.m., Central time, on March 30, 2006 and ending during the calendar week of April 2, 2006 (the “Blackout Period”) during which they will be restricted from, directly or indirectly, purchasing, acquiring, exercising, selling or otherwise transferring certain equity securities of the Company.

During the Blackout Period and for a period of two years after the Blackout Period has ended, security holders of the Company or other interested persons may obtain, without charge, the actual ending date of the Blackout Period upon written request to the Company at 8140 Ward Parkway, Suite 300, Kansas City, Missouri 64114, Attention: General Counsel.

Although the notice may not have been required because the Blackout Period may not affect the ability of 50% or more of the participants in individual account plans maintained by the Company to acquire or hold equity securities of the Company, it was provided as a cautionary matter to ensure compliance with Section 306(a) of the Sarbanes-Oxley Act of 2002and Rule 104 of the Regulation BTR. A copy of the notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01 – Financial Statements and Exhibits

 

 

(c)

Exhibits.

 

Exhibit 99.1 – Memorandum regarding Notice of Blackout Period dated February 17, 2006.

 

 


 

 

SIGNATURE

 

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.

 

 

NOVASTAR FINANCIAL, INC.

 

 

DATE: February 17, 2006

/s/ Gregory S. Metz                              

 

Gregory S. Metz

 

Chief Financial Officer

 

 


 

 

Exhibit Index

 

Exhibit

Number

99.1

Memorandum regarding Notice of Blackout Period dated February 17, 2006.

 

 

 

 

 

 

 EX-99 2 ex99.htm EXHIBIT 99.1

Memorandum

To:

Directors and Executive Officers of NovaStar Financial, Inc.

From:

Jeffrey D. Ayers

 

Date:

February 17, 2006

 

Re:

Notice of Blackout Period

 

This notice updates and supersedes the notice dated January 26, 2006 that you received regarding the Blackout (as defined below) in order to change the beginning and ending dates of the Blackout Period (as defined below).

On February 17, 2006, NovaStar Financial, Inc. (the “Company”) filed a prospectus supplement to its prospectus dated January 20, 2006 to extend the expiration date of the Company’s offer to rescind (the “Rescission Offer”) the previous purchase of shares of Company common stock included in units in the NovaStar Common Stock Fund (the “NovaStar Fund”) purchased during the one-year period immediately preceding January 20, 2006. The NovaStar Fund was an alternative for new investments under the Company’s 401(k) Plan (the “Plan”) until June 17, 2005. Currently, Plan participants may only hold or sell units in the NovaStar Fund in their Plan account.

The Rescission Offer was originally scheduled to expire at 5:00 p.m., Central time, on February 21, 2006. However, the expiration date of the Rescission Offer has been extended until 5:00 p.m., Central time, on March 30, 2006. In order to process the Rescission Offer, the Company, as Plan administrator, must temporarily suspend (the “Blackout”) all transactions related to the NovaStar Fund for Plan participants that accept the Rescission Offer. As a result of extending the expiration date of the Rescission Offer, the beginning and ending dates of the Blackout have changed. The Blackout will now begin at 5:00 p.m., Central time, on March 30, 2006 and is expected to end during the calendar week of April 2, 2006 (the “Blackout Period”) on the date that the proceeds for the Rescission Offer are credited to the 401(k) Plan accounts of such participants. You will be informed if the timing of the Blackout Period changes.

As the ability to make new investments in the NovaStar Fund was terminated on June 17, 2005, the Blackout only prevents Plan participants who accept the Rescission Offer from selling or otherwise transferring units in the NovaStar Fund during the Blackout Period. Participants will still be able to direct their existing account balances and new contributions and rollover amounts into or out of other investment options offered under the Plan.

If the Blackout affects the ability of 50% or more of the participants in individual account plans maintained by the Company to acquire or hold equity securities of the Company, the Company is required to notify its directors and executive officers that certain of their transactions in Company equity securities are prohibited during the Blackout Period. Because the Company does not know whether 50% or more of the participants in individual account plans maintained by the Company will be affected by the Blackout, the Company is providing this notice to you.

If 50% or more of the participants in individual account plans maintained by the Company will be affected by the Blackout you will be restricted, except in limited circumstances, from, directly or indirectly, purchasing, acquiring, exercising, selling or otherwise transferring during the Blackout Period those shares, or options to acquire shares, of Company common stock you acquired in connection with your service or employment as a director or executive officer of the Company. Any Company common stock you purchase or dispose of during the Blackout Period is presumed to have been acquired in connection with your service or employment with the Company. If you are scheduled or plan to purchase, acquire, exercise, sell or otherwise transfer of shares of Company common stock during the Blackout Period, whether pursuant to a 10b5-1(c) sales plan or otherwise, you must notify me at the number below to determine whether you are permitted to complete the transaction.

Because it may not be known until after 5:00 p.m., Central time, on March 30, 2006 whether the Blackout affects 50% or more of the participants in individual account plans maintained by the Company, you should suspend your trading activities in Company common stock at that time and await further notice by the Company as to the number of Plan participants affected by the Blackout.

If you have any questions regarding this notice, including whether the Blackout Period has ended, please contact me by phone at 816-237-7964 or by mail at NovaStar Financial, Inc., 8140 Ward Parkway, Suite 300, Kansas City, Missouri 64114.

 

 

 

 

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