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BOFL > SEC Filings for BOFL > Form 8-K on 21-Oct-2009All Recent SEC Filings

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Form 8-K for BANK OF FLORIDA CORP


21-Oct-2009

Other Events, Financial Statements and Exhibits


ITEM 8.01. Other Events.

On August 27, 2009, the Company held a Special Meeting of Shareholders, at which three proposals were considered and approved, with the following number of shares voted for, voted against, abstained from voting or which were the subject of broker non-votes:

(i) adoption of an amendment to the Company's Restated Articles of Incorporation to increase the number of authorized shares of common stock from 20,000,000 to 100,000,000 and the number of authorized shares of preferred stock from 1,000,000 to 10,000,000: For:
6,935,173; Against: 1,657,432; Abstain: 5,764; Broker Non-vote: 0;

(ii) authorization of a private placement of the Company's securities to accredited investors, including our insiders: For 7,067,990; Against:

1,502,013; Abstain: 28,366; Broker Non-vote: 0; and

(iii) adjournment of the Special Meeting to solicit additional proxies in the event there are insufficient votes to approve either of the other proposals: For: 6,894,975; Against: 1,673,582; Abstain: 29,812; Broker Non-vote: 0.

Following the Special Meeting, the Company filed with the Florida Secretary of State Articles of Amendment to the Restated Articles of Incorporation increasing the number of authorized shares of common stock from 20,000,000 to 100,000,000 and the number of authorized shares of preferred stock from 1,000,000 to 10,000,000, which became effective upon filing. A copy of the Articles of Amendment is filed as Exhibit 3.1.



ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is being filed with this Report:

3.1 - Articles of Amendment to Articles of Incorporation.

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