Broadway Financial Corp/DE – ‘8-A12G’ on 2/4/03

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Form 8A Shareholder Rights Plan                        6     24K 

Document Table of Contents

8-A12G
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR 12(g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

BROADWAY FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware                                95-4247287      
--------                                ----------      
 (State or other jurisdiction         (I.R.S. Employer Identification No.)
of incorporation or organization)                                           

4800 Wilshire Boulevard, Los Angeles, California 90010
 (Address of principal executive offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:               

Title of each class to be                   Name of each exchange on which each 
so registered                                class is to be registered

None                                               None           

If this form relates to the  registration  of a class of If this form relates to
the  registration  of a class of  securities  pursuant to  Section.12(b)  of the
Exchange  Act  securities  pursuant  to  Section  12(g) of the  Exchange  and is
effective  pursuant to General  Instruction A.(c), Act and is effective pursuant
to General Instruction check the following box. A.(d), check the following box. 

Securities Act registration statement file number to which this form relates (if
applicable): Not applicable.                                                    

Securities to be registered pursuant to Section 12(g) of the Act:               

Preferred Stock Purchase Rights 
(Title of Class)

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Item 1. Description of Registrant's Securities to be Registered                 

     On  January  31,  2003,  the  Board  of  Directors  of  Broadway  Financial
Corporation  (the "Company")  declared a dividend  distribution of one preferred
share purchase right (a "Right") for each share of common stock, par value $0.01
per share (the "Common Shares") of the Company outstanding at the close business
on February  13, 2003 (the  "Record  Date").  The  dividend  will be paid on the
Record  Date to  holders  of Common  Shares on such  date.  The  holders  of any
additional  Common Shares issued after the Record Date and before the redemption
or expiration of the Rights (or the  Distribution  Date, as defined  below) will
also be entitled to one Right for each such additional  Common Share. Each right
entitles the registered holder under certain  circumstances to purchase from the
Company one  one-hundredth of a Series A Junior  Participating  Preferred Share,
par value $0.01 per share (the "Participating Preferred Shares"), of the Company
at a price of $35.00 per one  one-hundredth  of a Participating  Preferred Share
(the "Purchase Price"), subject to adjustment.  The description and terms of the
Rights  are set forth in the  Rights  Agreement  dated as of  January  31,  2003
between the  Company and US Stock  Transfer  Corporation,  as rights  agent (the
"Rights Agreement").                                                            

     Initially,  the Rights will be attached to and  evidenced  by  certificates
evidencing  Common Shares,  and no separate  certificates for the Rights will be
distributed.  With certain  exceptions,  the Rights will become  exercisable and
will be evidenced by separate certificates only after the earlier to occur of:  

     (1)  Ten days  following  a public  announcement  that a person or group of
          affiliated or associated persons has acquired beneficial  ownership of
          15% or more of the  outstanding  Common  Shares  (thereby  becoming an
"Acquiring Person"), or                                     

     (2)  Fifteen  business days (or such later date as may be determined by the
          Board  of  Directors  prior  to such  time as any  person  or group of
          affiliated  or  associated   persons  becomes  an  Acquiring   Person)
          following  the   commencement  of  a  tender  or  exchange  offer  the
          consummation  of which would result in the  beneficial  ownership by a
          person or group of  persons of 15% or more of the  outstanding  Common
Shares.                                                     

     (3)  Ten business  days (or such later date as may be  determined by action
          of the Board of Directors prior to such time as any person or group of
          affiliated or associated  persons  becomes an Acquiring  Person) after
          the  filing  of any  application,  request  or other  document  with a
          governmental  agency  seeking  approval  of,  attempting  to rebut any
          presumption of control upon, or indicating an intention to enter into,
          any  transaction  or series of  transactions  that would result in any
          person becoming the beneficial owner of 15% or more of the outstanding
          Common Shares.  (The first to occur of the dates is referred to in the
Rights Agreement and herein as the "Distribution Date").    

     Notwithstanding  the foregoing,  the Distribution  Date will not occur with
respect to any person who as of January 31, 2003  beneficially  owns 15% or more
of the outstanding Common Shares (a "Grandfathered Person"),  unless such person
acquires  beneficial  ownership of more than an  additional  1/2% of such Common
Shares.  Upon any sale or other  transfer  of Common  Shares by a  Grandfathered

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Person,  the amount of Common Shares that the Grandfathered  Person may continue
to  beneficially  own  without  causing the  Distribution  Date to occur will be
reduced to the Grandfathered  Person's  percentage  beneficial  ownership of the
outstanding  Common  Shares as of the time  immediately  after the sale or other
transfer,  plus an  additional  1/2%. A person will cease to be a  Grandfathered
Person once such person's beneficial  ownership of the outstanding Common Shares
falls below 15%.                                                                

     Common Share certificates issued upon transfer or issuance of Common Shares
after the Record Date and prior to the Distribution Date (or earlier  redemption
or  expiration of the Rights) will contain a notation  incorporating  the Rights
Agreement by reference.  If the Board of Directors in good faith determines that
a  person  who  would   otherwise  be  an  Acquiring   Person  has  become  such
inadvertently,  and such person  divests as promptly as practicable a sufficient
number of Common  Shares so that  such  person  would no longer be an  Acquiring
Person,  then such  person  shall not be deemed to be an  Acquiring  Person  for
purposes of the Rights Agreement.                                               

     The Rights will expire on January 31, 2013 (the "Final  Expiration  Date"),
unless the Final  Expiration  Date is  extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.          

     The  Purchase  Price  payable,  and the number of  Participating  Preferred
Shares or other securities or property issuable, upon exercise of the Rights are
subject to adjustment under certain  circumstances  from time to time to prevent
dilution.  With certain exceptions,  no adjustment in the Purchase Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such Purchase Price.                                                            

     Participating Preferred Shares purchasable upon exercise of the Rights will
not be  redeemable.  Each  Participating  Preferred  Share will be entitled to a
minimum preferential  quarterly distribution payment, when, as and if authorized
by the Board of Directors  out of funds legally  available for such purpose,  of
$1.00 per share but will be entitled to an aggregate  distribution  of 100 times
any  distribution  declared per Common Share. In the event of  liquidation,  the
holders of the  Participating  Preferred  Shares  will be  entitled to a minimum
preferential  liquidation  payment of $1.00 per share but will be entitled to an
aggregate  payment  of 100  times  the  payment  made  per  Common  Share.  Each
Participating  Preferred  Share will have 100 votes,  voting  together  with the
Common Shares. In the event of any merger, consolidation or other transaction in
which Common Shares are exchanged,  each  Participating  Preferred Share will be
entitled to receive 100 times the amount received per Common Share. In the event
of issuance of Participating  Preferred  Shares upon exercise of the Rights,  in
order to  facilitate  trading,  a depositary  receipt may be issued for each one
one-hundredth  of a Participating  Preferred Share. The Rights will be protected
by customary antidilution provisions.                                           

     In the event that any person or group of affiliated  or associated  persons
becomes an Acquiring  Person,  proper provision will be made so that each holder
of a Right, other than Rights  beneficially owned by the Acquiring Person (which
will  thereafter  be void),  will  thereafter  have the right to  receive,  upon
exercise thereof, a number of Common Shares having a market value (determined in
accordance with the Rights  Agreement) equal to two times the Purchase Price. In
lieu of the  issuance  of Common  Shares upon  exercise of Rights,  the Board of

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Directors  may  under  certain  circumstances,  and if there is an  insufficient
number of Common Shares  authorized  but unissued to permit the exercise in full
of the Rights, the Board is required to, take such action as may be necessary to
cause the Company to issue or pay upon the exercise of Rights,  cash  (including
by way of a reduction of the Purchase Price),  property, other securities or any
combination  of the  foregoing  having an  aggregate  value equal to that of the
Common  Shares which  otherwise  would have been  issuable  upon exercise of the
Rights.  The Company may permit the Rights to be exercised for 50% of the Common
Shares (or cash, property or other securities that may be substituted for Common
Shares)  that  would   otherwise  be  purchasable   upon  exercise   thereof  in
consideration  of the  surrender  of the Rights so exercised  and without  other
payment of the Purchase Price.                                                  

     In the event that,  after any person or group becomes an Acquiring  Person,
the Company is acquired in a merger or other business combination transaction or
50% or more of its  consolidated  assets  or  earning  power  are  sold,  proper
provision will be made so that each holder of a Right will  thereafter  have the
right to receive,  upon the exercise thereof at the then current Purchase Price,
a number  of shares of common  stock of the  acquiring  company  having a market
value  (determined in accordance with the Rights  Agreement)  equal to two times
the Purchase Price.                                                             

     At any time after any person or group becomes an Acquiring Person and prior
to the  acquisition  by that  person or group of 50% or more of the  outstanding
Common Shares, the Board of Directors may exchange the Rights (other than Rights
owned by that person or group which will have become void), in whole or in part,
at  an  exchange  ratio  of  one  Common  Share  (or  one   one-hundredth  of  a
Participating Preferred Share) per Right (subject to adjustment).               

     As  soon as  practicable  after  the  Distribution  Date,  the  Company  is
obligated to use its best  efforts to file a  registration  statement  under the
Securities  Act of 1933, as amended,  relating to the  securities  issuable upon
exercise of Rights and to cause such registration  statement to become effective
as soon as practicable.                                                         

     At any  time  prior to the time a person  or group of  persons  becomes  an
Acquiring Person, the Board of Directors may redeem the Rights, in whole but not
in part,  at a  redemption  price of $0.01 per Right (the  "Redemption  Price"),
payable  in cash,  Common  Shares  or any  other  form of  consideration  deemed
appropriate by the Board of Directors.  The redemption of the Rights may be made
effective at such time,  on such basis and with such  conditions as the Board of
Directors  in  its  sole   discretion  may  establish.   Immediately   upon  the
effectiveness of any redemption of the Rights,  the right to exercise the Rights
will  terminate  and the only right of the  holders of Rights will be to receive
the Redemption Price.                                                           

     The terms of the Rights may be  amended by the Board of  Directors  without
the consent of the  holders of the  Rights,  except that from and after the time
any person or group of  affiliated or  associated  persons  becomes an Acquiring
Person,  no such amendment may adversely  affect the interests of the holders of
the Rights.  Until a Right is exercised,  the holder thereof, as such, will have
no rights as a shareholder of the Company,  including,  without limitation,  the
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to shareholders or to the Company,  shareholders  may,  depending
upon the  circumstances,  recognize  taxable income in the event that the Rights
become exercisable.                                                             

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     The Rights  have  certain  anti-takeover  effects.  The  Rights  will cause
substantial  dilution to a person or group that  attempts to acquire the Company
on terms not approved by the Board of Directors. The Rights should not interfere
with any merger or other business combination approved by the Board of Directors
since the Rights may be redeemed by the Company at the Redemption Price prior to
the time that a person or group has acquired beneficial ownership of 15% or more
of the Common Shares.                                                           

     The  Rights  Agreement,  which  specifies  the terms of the  Rights and the
Participating  Preferred  Shares,  and the  Company's  February  3,  2003  press
release, in which the declaration of the dividend distribution of the Rights was
announced,  have been filed as  exhibits  to this  report  and are  incorporated
herein by reference.  The foregoing  description  in this Item 5 is qualified in
its entirety by reference to the Rights  Agreement,  including  the  definitions
therein of certain terms.                                                       

Item 2. Exhibits                                                                

     4.1. Rights  Agreement  dated  as of  January  31,  2003  between  Broadway
          Financial  Corporation  and US Stock Transfer  Corporation,  as Rights
          Agent, including Exhibit A (Form of Certificate of Designation, Rights
          and  Preferences   relating  to  the  Series  A  Junior  Participating
          Preferred  Shares)  thereto and Exhibit B (Form of Right  Certificate)
          thereto.  (Incorporated  by reference to Exhibit 4.1 to the  Company's
          Current  Report on Form 8-K filed  with the  Securities  and  Exchange
Commission on February 4, 2003.)                            

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SIGNATURES

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.                         

Date:    February 3, 2003                                                       

BROADWAY FINANCIAL CORPORATION

By:   /s/ Paul C. Hudson      
          --------------------------------
Paul C. Hudson    
                   Chief Executive Officer and President

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Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		1/31/13		3					8-K
		2/13/03		2
Filed as of:		2/5/03
Filed on:		2/4/03		5					8-K
		2/3/03		5		6
		1/31/03		2		5			8-K
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