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Section 1: 8-K (CURRENT REPORT)

 

 

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 1933

 

Date of Report (Date of earliest event reported): July 16, 2018

 

OWENS REALTY MORTGAGE, INC.
(Exact Name of Registrant as Specified in its Charter)

 

Maryland   000-54957   46-0778087
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

2221 Olympic Boulevard    
Walnut Creek, California   94595
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (925) 935-3840

 

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 8.01. Other Events

 

On July 16, 2018, Owens Realty Mortgage, Inc. (the “Company”) issued a press release announcing it has adjourned the Company’s 2018 Annual Meeting of Stockholders (the “Annual Meeting”). As stated in the press release, the Annual Meeting has been adjourned to Thursday, July 19, 2018, at 1:00 p.m. Pacific Daylight Time and will be held at the Company’s Walnut Creek offices, located at 2221 Olympic Boulevard, Walnut Creek, California 94595. Only stockholders of record, as of May 31, 2018, are entitled to vote at the Annual Meeting. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Forward-Looking Statements

 

This Current Report (including information included or incorporated by reference herein) may contain “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements about the Company’s business, financial condition and prospects, and anticipated events, including the items discussed in this Current Report, are based on current information, estimates, and projections; they are subject to risks and uncertainties, as well as known and unknown risks, which could cause actual results to materially differ from the forward-looking statements made in this Current Report and, consequently, readers should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “target,” “assume,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.

 

Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake and expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law. Additional information concerning these and other risk factors is contained in the Company’s most recent filings with the Securities and Exchange Commission including those appearing under the heading “Item 1A. Risk Factors” in the Company’s most recent Annual Report on Form 10-K and each subsequent Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning the Company or matters attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above.

 

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Important Additional Information

 

The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s stockholders in connection with matters to be considered at the Annual Meeting. The Company has filed a definitive proxy statement and WHITE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies from the Company’s stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. Information regarding the identities of the Company’s directors and executive officers, and their direct or indirect interests, by security holdings or otherwise, are set forth in the proxy statement and other materials filed with the SEC in connection with the Annual Meeting. Stockholders can obtain the proxy statement, any amendments or supplements to the proxy statement, and any other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. These documents are also available at no charge in the “SEC Filings & Reports” section of the Company’s website at www.owensmortgage.com.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

Description

99.1

 

Press Release of Owens Realty Mortgage, Inc., issued on July 16, 2018, titled “Owens Realty Mortgage, Inc. Provides 2018 Annual Meeting Update”.

 

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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 hereunto duly authorized.

 

 

OWENS REALTY MORTGAGE, INC.,

a Maryland corporation

   
Date: July 16, 2018 By: /s/ Bryan H. Draper
  Name: Bryan H. Draper
  Title: President and Chief Executive Officer

 

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Section 2: EX-99.1 (PRESS RELEASE OF OWENS REALTY MORTGAGE, INC., ISSUED ON JULY 16, 2018, TITLED "OWENS REALTY MORTGAGE, INC. PROVIDES 2018 ANNUAL MEETING UPDATE")

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Investor Relations Contact:

Owens Realty Mortgage, Inc.

(925) 239-7001

 

Additional Investor Contact:

Bill Fiske

Georgeson, LLC

212-440-9128

BFiske@georgeson.com

 

Media Contact:

Phil Denning

ICR, Inc.

646-277-1258

Phil.Denning@icrinc.com

 

Owens Realty Mortgage, Inc. Provides 2018 Annual Meeting Update

 

Annual Meeting Adjourned Until July 19, 2018

 

WALNUT CREEK, Calif., July 16, 2018 -- Owens Realty Mortgage, Inc. (NYSE American: ORM) (the “Company”) today announced that it has adjourned today’s annual meeting until Thursday, July 19, 2018 at 1:00 PM PDT (the “Annual Meeting”). The adjourned meeting will be held at the Company’s Walnut Creek offices: 2221 Olympic Blvd. Walnut Creek, CA 94595.

 

As announced earlier today in a Board composition update, the Board is in the process of adding two independent directors suggested by the Company’s largest stockholder at the Board’s request. Subject to customary diligence, the Board will expand by two seats in short order so these highly qualified individuals can be added as directors. The Annual Meeting adjournment will permit the Board to engage with stockholders after they consider this material information about the reconstitution of the Board before casting their vote at the Annual Meeting.

 

 

 

The Board will continue to solicit proxies from stockholders with respect to the proposals set forth in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on June 8, 2018 (the “Proxy Statement”) during the period of the adjournment. The record date for the Annual Meeting has not changed. Only stockholders of record on the record date of May 31, 2018 are entitled to and are being requested to vote, as more fully described in the Proxy Statement. Previously voted proxies are still valid, and the Board thanks you for your participation. It is also not too late to vote on or change your vote. If you have not voted on the Company’s WHITE PROXY card, the Board strongly urges you to do so.

 

If you have questions about how to vote your shares, please contact Georgeson, LLC, our proxy solicitor, at (888) 206-5970 or ORM@Georgeson.com.

 

About Owens Realty Mortgage, Inc.

Owens Realty Mortgage, Inc., a Maryland corporation, is a specialty finance mortgage company organized to qualify as a real estate investment trust (“REIT”) that focuses on the origination, investment, and management of commercial real estate mortgage loans. We provide customized, short-term acquisition and transition capital to small balance and middle-market investors that require speed and flexibility. Our primary objective is to provide investors with attractive current income and long-term stockholder value. Owens Realty Mortgage, Inc., is headquartered in Walnut Creek, California, and is externally managed and advised by Owens Financial Group, Inc.

 

Additional information can be found on the Company’s website at www.owensmortgage.com.

 

Important Additional Information

The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s stockholders in connection with matters to be considered at the Annual Meeting. The Company has filed a definitive proxy statement and WHITE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies from the Company’s stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. Information regarding the identities of the Company’s directors and executive officers and their direct or indirect interests, by security holdings or otherwise, are set forth in the proxy statement and other materials filed with the SEC in connection with the Annual Meeting. Stockholders can obtain the proxy statement, any amendments or supplements to the proxy statement, and any other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. These documents are also available at no charge in the “SEC Filings & Reports” section of the Company’s website at www.owensmortgage.com.

 

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Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements about the Company’s business, strategies, financial condition and prospects, and anticipated events, including the items discussed in this press release, are based on current information, estimates, and projections; they are subject to risks and uncertainties, as well as known and unknown risks, which could cause actual results to materially differ from the forward-looking statements made in this press release and, consequently, readers should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “target,” “assume,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.

 

Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake and expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law. Additional information concerning these and other risk factors is contained in the Company’s most recent filings with the SEC including those appearing under the heading “Item 1A. Risk Factors” in the Company’s most recent Annual Report on Form 10-K and each subsequent Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning the Company or matters attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above.

 

 

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