================================================================================ 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): April 4, 2002 MCM CAPITAL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 000-26489 48-1090909 (State or other jurisdiction of (Commission File Number) (I.R.S Employer incorporation or organization) (Identification No.) 5775 ROSCOE COURT SAN DIEGO, CALIFORNIA 92123 (Address of Principal Executive Offices) (Zip Code) (877) 445-4581 (Registrant's Telephone Number, Including Area Code) ================================================================================
ITEM 5. OTHER EVENTS. (a) Change of the Company's Name. ----------------------------- On April 2, 2002, MCM Capital Group, Inc. (the "Company") filed a Certificate of Amendment to its Certificate of Incorporation changing the name of the Company to Encore Capital Group, Inc. The name change was approved by the Company's stockholders at the Annual Meeting of Stockholders held on January 24, 2002. A copy of the Certificate of Amendment is being filed as an exhibit hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits: 3.1 Certificate of Amendment to the Certificate of Incorporation of MCM Capital Group, Inc. 2
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 thereunto duly authorized. MCM CAPITAL GROUP, INC. Date: April 4, 2002 By /s/ Carl C. Gregory, III ---------------------------- Carl C. Gregory, III President and Chief Executive Officer
EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 3.1 Certificate of Amendment to the Certificate of Incorporation of MCM Capital Group, Inc. 4
EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF MCM CAPITAL GROUP, INC. o FIRST: The name of the corporation is MCM Capital Group, Inc. The corporation was incorporated in the State of Delaware on April 29, 1999. o SECOND: At a meeting of the Board of Directors of MCM Capital Group, Inc., resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that the proposed amendment be considered at the next annual meeting of the stockholders. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing Article One thereof to read in its entirety as follows: "The name of the corporation is Encore Capital Group, Inc." o THIRD: Thereafter, pursuant to resolution of its Board of Directors, at the annual meeting of the stockholders of said corporation duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, the necessary number of shares as required by statute were voted in favor of the amendment. o FOURTH: Said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. o FIFTH: The capital of said corporation shall not be reduced under or by reason of said amendment. BY: /s/ Robin R. Pruitt -------------------------------- Robin R. Pruitt, Secretary