-----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, RhlcYpO/RiGVjaVW+KmFXxE+kqv2YPhE4T5Qco1EQI+dz+3VmmxRXPmavh+lRNdc BAvQR7ixDAQUXQf0mF47HQ== 0000798085-97-000004.txt : 19970610 0000798085-97-000004.hdr.sgml : 19970610 ACCESSION NUMBER: 0000798085-97-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970514 ITEM INFORMATION: Other events FILED AS OF DATE: 19970519 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: US FACILITIES CORP CENTRAL INDEX KEY: 0000798085 STANDARD INDUSTRIAL CLASSIFICATION: 6351 IRS NUMBER: 330097221 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12099 FILM NUMBER: 97611297 BUSINESS ADDRESS: STREET 1: 650 TOWN CENTER DR STE 1600 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145491600 MAIL ADDRESS: STREET 1: 650 TOWN CENTER DRIVE STREET 2: STE 1600 CITY: COSTA MESA STATE: CA ZIP: 92626-1925 FORMER COMPANY: FORMER CONFORMED NAME: US FACILITIES CORP DATE OF NAME CHANGE: 19920703 8-K 1 FORM 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)...................May 14, 1997 ------------ THE CENTRIS GROUP, INC. ----------------------- (Exact name of Registrant as specified in its charter) 0-15196 ------- (Commission File Number) Delaware 33-0097221 -------- ---------- (State of Incorporation or Organization) (IRS Employer Identification No.) 650 Town Center Drive, Suite 1600, Costa Mesa, CA 92626 - - ------------------------------------------------- ----- (Address of principal executive offices) (Zip Code) (714) 549-1600 -------------- (Registrant's telephone number, including area code) US FACILITIES CORPORATION ------------------------- (Former name or former address, if changed since last report) INFORMATION REQUIRED IN CURRENT REPORT -------------------------------------- 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 -------------------- JOSE A. VELASCO Senior Vice President, Secretary and General Counsel 2 EX-3.(I) 2 EXHIBIT 3(I)-RESTATED CERTIFICATE OF INCORPORATION Exhibit 3(i) Page 1 State of Delaware Office of the Secretary of State --------------------------------- 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 ------------------- Edward J. Freel, Secretary of State 0939578 8100 AUTHENTICATION: 8465216 971157441 DATE: 05-14-97 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. ----- (hereinafter sometimes referred to as the "Corporation"). Article FOURTH, Section A, is amended to read in full as follows: FOURTH: ------ 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"). IN WITNESS WHEREOF, US FACILITIES CORPORATION has caused this Certificate to be signed and attested by its duly authorized officers this 14th ---- day of May, 1997. US FACILITIES CORPORATION By /s/ DAVID L. CARGILE -------------------- DAVID L. CARGILE, President ATTEST: By /s/ JOSE A. VELASCO ------------------- JOSE A. VELASCO, Secretary 2 -----END PRIVACY-ENHANCED MESSAGE-----