-----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, NyyV81nM+iVK5wU7n0ZNFnOm2D63m3FQ7aFPp4ftl/ox5YmVgF6pgIpiGiavB7r8 IqECjLiGRV3uixPjl0ZVUg== 0000810536-08-000002.txt : 20080110 0000810536-08-000002.hdr.sgml : 20080110 20080110150615 ACCESSION NUMBER: 0000810536-08-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080110 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080110 DATE AS OF CHANGE: 20080110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTFED FINANCIAL CORP CENTRAL INDEX KEY: 0000810536 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 954087449 STATE OF INCORPORATION: DE FISCAL YEAR END: 0110 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09566 FILM NUMBER: 08523356 BUSINESS ADDRESS: STREET 1: 401 WILSHIRE BOULEVARD CITY: SANTA MONICA STATE: CA ZIP: 90401-1490 BUSINESS PHONE: 3103196000 MAIL ADDRESS: STREET 1: 401 WILSHIRE BOULEVARD CITY: SANTA MONICA STATE: CA ZIP: 90401 8-K 1 bylawamendment.htm BYLAW AMENDMENT bylawamendment.htm

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

Date of Report (Date of earliest event reported) January 1, 2008

FirstFed Financial Corp.
(Exact name of registrant as specified in its charter)


Delaware                                                                                                   1-9566                                                                                      95-4087449
(State of Incorporation)                                                             (Commission File No.)                                                       (IRS Employer Identification No.)


401 Wilshire Boulevard, Santa Monica, California,                                                                                                                           90401-1490
(Address of principal executive offices)                                                                                                                             (Zip Code)


Registrant's telephone number, including area code:       (310) 319-6000


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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a 12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Item 5.03                       Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective January 1, 2008, the Board of Directors of the Registrant approved a technical amendment to Article V of the Registrant’s Bylaws. This amendment has been approved by the Registrant solely to allow the Registrant to be eligible for Direct Registration Services.  Although the Registrant will be DRS-eligible, it has not yet approved or implemented any plan to be DRS-participating.

The foregoing description of the Bylaw amendment is qualified in its entirety by reference to Article V of the Bylaws, a copy of which is filed as Exhibit 3.(ii) to this report and is incorporated by reference into this description.

Item 9.01                       Financial Statements and Exhibits.
 
(d)            Exhibits.
 
 
Exhibit No.
 
 
Description
Exhibit 3.(ii)
Amendment to Bylaws of the Registrant, effective as of January 1, 2008

 

 

 

 
S I G N A T U R E S

      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.



                                                                                                                                             60;             FIRSTFED FINANCIAL CORP.



Dated: January 10, 2008                                                                                                         By:  /s/ Douglas J. Goddard____________
                                                Douglas J. Goddard
                                                Chief Financial Officer



EX-3.(II) 2 exhibit.htm AMENDMENT TO BYLAWS OF THE REGISTRANT, EFFECTIVE OF JANUARY 1, 2008 exhibit.htm

Amendment to Bylaws of FirstFed Financial Corp.

ARTICLE V
Stock Certificates And Their Transfer

SECTION 1.  Stock Certificates. Shares of the Corporation’s stock may be certificated or uncertificated, as provided under the General Corporation Law of the State of Delaware, and in either case shall be entered in the books of the Corporation and registered as they are issued.  Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman of the Board or the President or Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him or her in the Corporation. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limita­tions or restriction of such preferences and /or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock or, in the case of uncertificated shares, in a written notice sent to the registered owner thereof within a reasonable time after the issuance or transfer of uncertificated stock, provided that, except as otherwise provided in Section 202 of the General Corporation law of the State of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock or set forth on the notice sent with respect to uncertificated stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the designa­tions, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

SECTION 2.  Facsimile Signatures.  Any or all of the signatures on a certifi­cate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

SECTION 3.  Lost Certificates. The Board of Directors may direct a new certificate(s) or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed. When authorizing such issue of a new certificate(s) or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the Corpo­ration a bond in such sum as it may direct sufficient to indemnity it against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

SECTION 4.  Transfer of Stock.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate or provide evidence of the issuance of uncertificated shares to the person entitled thereto, cancel the old certificate and record the transaction upon its records; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. Upon receipt by the Corporation or the transfer agent of the Corporation of proper transfer instructions from the registered owner of uncertificated shares, it shall be the duty of the Corporation to issue new uncertificated shares to the person entitled thereto, cancel the old uncertificated shares and record the transaction upon its records; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. Whenever any transfer of stock shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer if, when the certificates or uncertificated shares are presented to the Corporation for transfer, both the transferor and the trans­feree request the Corporation to do so.

SECTION 5.  Transfer Agents and Registrars.  The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

SECTION 6. Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock or uncertificated shares of stock of the Corporation.

SECTION 7.  Fixing the Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 8.  Registered Stockholders.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments a person registered on its records as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.



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