8-K

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): February 10, 2015

General Finance Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware

 (State or Other Jurisdiction of Incorporation)

001-32845	32-0163571
(Commission File Number)	(I.R.S. Employer Identification No.)
39 East Union Street
Pasadena, California	91103
(Address of Principal Executive Offices)	(Zip Code)

(626) 584-9722

 (Registrant’s Telephone Number, Including Area Code)

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))

EXPLANATORY NOTES

Certain References

References to “we,” “us,” “our” or the “Company” refer to General Finance Corporation, a Delaware corporation, and its consolidated subsidiaries. These subsidiaries include GFN U.S. Australasia Holdings, Inc., a Delaware corporation (“GFN U.S.”); GFN North America Leasing Corporation, a Delaware corporation; GFN North America Corp., a Delaware corporation; GFN Realty Company, LLC, a Delaware limited liability company; GFN Manufacturing Corporation, a Delaware corporation, and its subsidiary, Southern Frac, LLC, a Texas limited liability company (collectively “Southern Frac”); Royal Wolf Holdings Limited, an Australian corporation publicly traded on the Australian Securities Exchange (collectively with its Australian and New Zealand subsidiaries, “Royal Wolf”); Pac-Van, Inc., an Indiana corporation , and its Canadian subsidiary, PV Acquisition Corp., an Alberta corporation, doing business as “Container King” (collectively “Pac-Van”); and Lone Star Tank Rental Inc., a Delaware corporation (“Lone Star”).

TABLE OF CONTENTS

		Page
Item 5.05	Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics	1
Item 7.01	Regulation FD Disclosure	1
Item 9.01	Financial Statements and Exhibits	1

Exhibit 3.3	Code of Ethics dated February 10, 2015
Exhibit 99.1	General Finance Corporation Investor Presentation Through the Quarter Ended December 31, 2014

i

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On February 10, 2015, the GFN Board of Directors, upon recommendation from the Nominating and Governance Committee, approved an amended and restated Code of Ethics.  The amendments were adopted to enhance the provisions of the Code of Ethics and include technical, administrative and other non-substantive changes in the Code of Ethics.  The amendments did not relate to or result in any waiver, explicit or implicit, of any provision of the Code of Ethics. 

The foregoing summary of the amended and restated Code of Ethics is subject to and qualified in its entirety by reference to the full text of the Code of Ethics as so amended, a copy of which is attached hereto as Exhibit 3.3 and incorporated herein by reference. The amended and restated Code of Ethics is also posted on GFN's website at www.generalfinance.com under the "Corporate Governance" subsection of the “Investor Relations” found under the "About Us" tab. The information contained on or accessible through GFN's website shall not be deemed to be a part of this Current Report on Form 8-K.

Item 7.01   Regulation FD Disclosure

GFN is furnishing the investor presentation attached as Exhibit 99.1 to this Current Report, which it may use from time to time in presentations to investors and other interested parties.  The presentation will also be posted on the Company’s website.

In accordance with general instruction B.2 to Form 8-K, information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01   Financial Statements and Exhibits

Exhibit	Exhibit Description
3.3	Code of Ethics dated February 10, 2015
99.1	General Finance Corporation Investor Presentation Through the Quarter Ended December 31, 2014

1

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 hereunto duly authorized.

	GENERAL FINANCE CORPORATION
Dated: February 12, 2015	By:	/s/ CHRISTOPHER A. WILSON
		Christopher A. Wilson
		Vice President, General Counsel & Secretary

2

EXHIBIT INDEX

Exhibit
Number	Exhibit Description
3.3	Code of Ethics dated February 10, 2015
99.1	General Finance Corporation Investor Presentation Through the Quarter Ended December 31, 2014

3

EX-3.3

EXHIBIT 3.3

CODE OF ETHICS

Adopted February 10, 2015

1. General

     This Code of Ethics (“Code”) sets forth the guiding principles by which General Finance Corporation and its subsidiaries (collectively, the “Company”) operate and conduct business worldwide. These principles apply to all of the Company directors, officers, employees, independent contractors, consultants and others who do business with Company.

2. Principles and Ethics

     Each Company director, officer, employee, independent contractor and consultants will adhere to the following principles and responsibilities, which will govern his or her professional conduct and ethics:

     A. Act with honesty and integrity;

     B. Persons subject to the Code are expected to act in the best interests of the Company and to avoid actual or apparent conflicts of interest.  A "conflict of interest" exists when an employee's personal interest interferes with the best interests of the Company or impairs the judgment of a person subject to the Code.

     C. Provide constituents with information that is full, accurate, complete, objective, relevant, timely and understandable, and, in the case of the Chief Executive Officer and the Chief Financial Officer, review the annual and quarterly reports before certifying and filing them with the U.S. Securities and Exchange Commission (the “SEC”);

     D. Comply with all applicable laws, rules and regulations of federal, state and local governments, and other applicable private and public regulatory agencies;

     E. Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting materials facts or allowing independent judgment to be subordinated;

     F. Respect the confidentiality of information (whether about the Company or any other person or entity) acquired in the course of business except when authorized or otherwise legally obligated to disclose the information and under no circumstance use such confidential information acquired in the course of business for personal advantage;

     G. Actively promote ethical behavior among the Company’s employees and as a responsible partner with industry peers and associates;

     H. Maintain control over and responsibly manage all assets and resources of the Company employed by or entrusted to him or her by the Company;

     I. Report illegal or unethical conduct by any director, officer, employee, independent contractor or consultant that has occurred, is occurring or may reasonably be expected to occur, including any potential violations of this Code or any other codes of business conduct or ethics of the Company, such report to be made to the Chief Executive Officer or any member of the Company’s Audit Committee; and

     J. Comply with this Code and any other codes of business conduct or ethics of the Company.

3.   Violations

     Any director, officer, employee, independent contractor or consultant who violates the standards of this Code shall be subject to disciplinary action, up to and including termination of employment.

4.   Waivers

     There shall be no waiver of, modification of or change to any part of this Code, except by a vote of the Company’s Board of Directors (the “Board”) or a duly authorized committee of the Board. If a waiver of, modification of or change to this Code is granted or made, then the notice of such waiver, modification or change shall be posted on the Company’s website within five business days of the vote of the Board or committee of the Board or shall be disclosed otherwise as required by applicable law and/or the NASDAQ Stock Market or SEC rules or regulations. Any such notices posted on the Company website shall remain there for a period of at least 12 months and shall be retained in the Company’s files as required by law.

5.  Interpretations of the Code

     Persons subject to the Code who are unsure whether their conduct or the conduct of others complies with the Code should contact their manager, the Human Resources Department or the Legal Department. Employees may also report any suspected noncompliance with the Code to their manager, the Human Resources Department or the Legal Department or as provided in the Company’s Whistleblower Policy.

EX-99.1

See PDF version of Exhibit 99.1