Current Report Filing (8-k)
November 28 2016 - 4:32PM
Edgar (US Regulatory)
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):
November
28, 2016
PORTER BANCORP, INC.
(Exact
Name of Registrant as specified in Charter)
Kentucky
|
001-33033
|
61-1142247
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
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2500 Eastpoint Parkway, Louisville, Kentucky
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40223
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(Address
of principal executive offices)
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(Zip
code)
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(502) 499-4800
(
Registrant’s
telephone number, including area code)
N/A
(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))
Item 8.01 Other Events
On November 28, 2016, Porter Bancorp, Inc. (the “Company”) announced
that its board of directors had approved a 1-for-5 reverse stock split
of the Company’s issued and outstanding Common Shares and Non-Voting
Common Shares (“Reverse Stock Split”). The Reverse Stock Split will
take effect at 5:00 p.m. eastern time on Friday, December 16, 2016 (the
"Effective Time"). At the Effective Time:
-
Each Common Share issued and outstanding immediately before the
Effective Time will be automatically changed into one-fifth of a
Common Share ("Post-Split Common Share");
-
Each Non-Voting Common Share issued and outstanding immediately before
the Effective Time will be automatically changed into one-fifth of a
Non-Voting Common Share ("Post-Split Non-Voting Common Share"); and
-
Any fractional share resulting from those changes will be rounded up
to one whole Post-Split Common Share, or Post-Split Non-Voting Common
Share, as the case may be. No shareholders will receive cash in lieu
of fractional shares.
At the PBIB Annual meeting in May 2016, holders of the Company’s Common
Shares authorized our board of directors to implement a reverse stock
split during the twelve-months ending on the date of the 2017 Annual
Meeting and to select a reverse split ratio within the range of 1-for-2
up to 1-for-10.
The Reverse Stock Split will affect all shareholders uniformly, and will
not affect any shareholder’s percentage ownership interest in the
Company or proportionate voting power. The Reverse Stock Split is
intended to increase the trading price per share of the Company’s Common
Shares, with the objective to make the Common Shares a more attractive
and cost effective investment and enhance liquidity for our
shareholders. Many brokerage houses and institutional investors have
internal policies and practices that either prohibit them from investing
in lower-priced stocks or tend to discourage individual brokers from
recommending lower-priced stocks to their customers or clients.
The Company’s Non-Voting Common Shares are being included in the Reverse
Stock Split to maintain a 1-for-1 ratio at which the Non-Voting Common
Shares convert into Common Shares upon transfer by a holder.
The following table shows the number of the Company’s Common Shares and
Non-Voting Common Shares issued and outstanding as of November 25, 2016,
and the approximate number of Common Shares and Non-Voting Common Shares
that would be issued and outstanding after the Reverse Stock Split.
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Issued and Outstanding
(as of November 25, 2016)
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Issued and Outstanding
After Reverse Stock Split
|
|
|
|
|
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Common Shares
|
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23,156,969
|
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4,631,400
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Non-Voting Common Shares
|
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7,958,000
|
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1,591,600
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The Company’s stock transfer agent, American Stock Transfer and Trust
Company, LLC, will manage the exchange of stock
certificates. Shareholders of record will receive a letter of
transmittal providing instruction for the exchange of their old stock
certificates as soon as practicable following the effectiveness of the
reverse stock split. Shareholders should not send in their old stock
certificates until they receive a letter of transmittal from the
transfer agent. Shareholders who hold their shares in brokerage
accounts (“street name”) are not required to take any action to affect
the exchange of their shares. Street name shareholders will be
contacted by their brokers with any instructions.
The Reverse Stock Split will not change the number of Common Shares and
Non-Voting Common Shares the Company is authorized to issue. The
Company is currently authorized to issue 28,000,000 Common Shares and
10,000,000 Non-Voting Common Shares. Shareholders have previously
authorized our Board of Directors to increase the number of Common
Shares and Non-Voting Common Shares the Company is authorized to issue
without further shareholder approval to up to 86,000,000 Common Shares
and 34,380,437 Non-Voting Common Shares.
A copy of the press release issued by the Company on November 28, 2016
is included as Exhibit 99.1 to the Current Report.
Item 9.01 Financial Statements and Exhibits.
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Exhibit
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Description
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99.1
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Press Release dated November 28, 2016
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SIGNATURE
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.
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PORTER BANCORP, INC.
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|
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Date:
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November 28, 2016
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By
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/s/ John T. Taylor
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John T. Taylor
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Chairman and Chief Executive Officer
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3
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