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 5, 2006
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[GRAPHIC OMITTED]
OCWEN
Ocwen Financial Corporation
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(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
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Not Applicable
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(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 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On May 5, 2006, Ocwen Financial Corporation (the "Company") entered
into a Stock Repurchase Agreement with Wishco, Inc. ("Wishco") whereby the
Company agreed to purchase 1,000,000 shares of Common Stock, par value $.01 per
share, of the Company owned by Wishco (the "Shares") at a price of $11.00 per
share,. The aggregate purchase price for the Shares was $11,000,000, which was
paid on May 9, 2006, in accordance with the terms of the Stock Repurchase
Agreement.
The foregoing description of the Stock Repurchase Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Stock Repurchase Agreement, a copy of which is filed as Exhibit 10.1
hereto and incorporated herein by reference.
Wishco is a holding company controlled by Barry N. Wish pursuant to his
ownership of 93.0% of Wishco's common stock. Mr. Wish is the Chairman Emeritus
and a director of the Company.
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.
10.1 Stock Repurchase Agreement between Wishco, Inc. and
Ocwen Financial Corporation, dated as of 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 11, 2006 By: /s/ WILLIAM C. ERBEY
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William C. Erbey
Chief Executive Officer