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): May 4, 2006
[GRAPHIC OMITTED]
OCWEN
Ocwen Financial Corporation
(Exact name of registrant as specified in its charter)
Florida 1-13219 65-0039856
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1661 Worthington Road
Suite 100
West Palm Beach, Florida 33409
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 682-8000
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:
[ ] 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))
Section 5 - Corporate Governance and Management
Item 5.02 Election of Directors
On May 5, 2006, Ocwen Financial Corporation (the "Company") announced
via press release that at the annual meeting of the Company, shareholders
elected eight directors. The shareholders reelected William C. Erbey, Ronald M.
Faris, Martha C. Goss, Ronald J. Korn, William H. Lacy, W. Michael Linn, W.C.
Martin, and Barry N. Wish. The press release is attached hereto and filed
herewith as Exhibit 99.1.
Section 8 - Other Events
Item 8.01 Other Events.
On May 5, 2006, the Company announced via press release that at its
annual meeting, shareholders approved a proposal to amend the Company's Articles
of Incorporation to effect a 1-for-10 reverse stock split, followed immediately
by a 10-for-1 forward stock split (the "Reverse/Forward Split"). The
Reverse/Forward Split is currently expected to be completed on May 12, 2006 (the
"Effective Date"). As a result of the Reverse/Forward Split, accounts with less
than ten shares of common stock will be converted on the Effective Date into the
right to receive a cash payment for each share held equal in value to the
average official closing price of the common stock on The New York Stock
Exchange over the ten trading days immediately preceding the Effective Date. All
shareholder accounts holding ten shares or more will be unaffected, and the
total number of shares held by such accounts will not change. The Company's
Board of Directors reserves the right to abandon the transaction at any time
before the Effective Date. The press release is attached hereto and filed
herewith as Exhibit 99.1.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
(1) None.
(b) Pro forma financial information.
(2) None.
(d) Exhibits.
99.1 Text of press release of Ocwen Financial Corporation,
dated May 5, 2006.
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.
OCWEN FINANCIAL CORPORATION
Date: May 5, 2006 By: /s/ WILLIAM C. ERBEY
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William C. Erbey
Chief Executive Officer