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): December 31, 2009
Flagstar Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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| Michigan
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1-16577
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38-3150651 |
(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.) |
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| 5151 Corporate Drive, Troy, Michigan
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48098 |
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(Zip Code) |
(248) 312-2000
(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:
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events.
On December 14, 2009, Flagstar Bancorp, Inc. (the “Company”) announced that it intended, subject to
certain conditions, to conduct a rights offering with its stockholders of record on December 24,
2009.
On December 31, 2009, the Company issued a press release in which it announced the commencement of
the rights offering. The Company further announced that its request to modify the previously
disclosed restriction on brokered deposits to allow for CDARS deposits has been granted. The
Company also is continuing discussions with its regulators about any additional regulatory
restrictions that may be imposed. While an agreement has not yet been formalized, the Company
believes, based on recent discussions with its regulators, that any additional restrictions will
not be material or constrain management’s ability to implement and execute its current business
plan. Accordingly, although there can be no assurance, the Company believes that it will close the
rights offering and raise at least $300 million.
The information contained in this Item 8.01, including the press release contained as Exhibit 99.1
hereto, which is incorporated herein by reference, is being filed with the Securities and Exchange
Commission and not furnished.
The rights offering will be made only by means of a prospectus. This Current Report on Form 8-K
shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state.
Matters discussed in this Current Report on Form 8-K contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve
substantial risks and uncertainties, including, but not limited to, the risk that, because of
business, economic or market conditions or for any other reasons within the Company’s discretion,
the Company may decide not to pursue the rights offering on the terms proposed, if at all, and that
the rights offering may not be consummated. In addition to the risks and uncertainties identified
above, reference is also made to other risks and uncertainties detailed in reports filed by the
Company with the Securities and Exchange Commission. The Company cautions that the foregoing risks
and uncertainties are not exclusive.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are being furnished herewith:
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| Exhibit No. |
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Exhibit Description |
99.1
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Press Release, dated December 31, 2009 |