Additional Proxy Soliciting Materials (definitive) (defa14a)
May 08 2018 - 9:23AM
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):
May 4, 2018
JACKSONVILLE BANCORP, INC.
(Exact name of registrant as specified in
its charter)
Maryland
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001-34821
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36-4670835
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1211 West Morton Avenue, Jacksonville,
Illinois 62650
(Address of principal executive offices,
including zip code)
(217) 245-4111
(Registrant’s telephone number, including
area code)
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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act
of 1934.
Emerging
growth company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
This Current Report
on Form 8-K is filed to disclose litigation filed with respect to the previously reported proposed merger between CNB Bank Shares,
Inc. (“CNB”) and Jacksonville Bancorp, Inc. (“Jacksonville Bancorp”), pursuant to which CNB would be the
surviving institution (the “Merger”).
On May 4, 2018, Paul
Parshall, a purported Jacksonville Bancorp stockholder, provided notice of service of process, on behalf of himself and all other
Jacksonville Bancorp public stockholders (the “Purported Class”), of a putative class action lawsuit in the United
States District Court for the District of Maryland, captioned
Parshall v. Jacksonville Bancorp, Inc., John C. Williams, Harmon
B. Deal, III., John L. Eyth, Richard A. Foss, John M. Buchanan, Andrew F. Applebee and Peggy S. Daidsmeyer
(Case No. 1:18-cv-00889-RDB),
against Jacksonville Bancorp and each Jacksonville Bancorp director (collectively, the “Individual Defendants”). The
lawsuit alleges that Jacksonville Bancorp and the Individual Defendants have breached their fiduciary duties to the Purported Class
by omitting certain material information from Jacksonville Bancorp’s preliminary proxy statement for the Jacksonville Bancorp
special stockholders’ meeting to approve the Merger. The relief sought by the lawsuit includes preliminary and permanent
injunction against the completion of the proposed Merger, rescission and rescissory damages if the proposed Merger is completed,
and damages, including attorneys’ and experts’ fees.
On the same date, Mr.
Parshall also submitted a motion for a preliminary injunction to enjoin the vote of the Jacksonville Bancorp stockholders on the
Merger.
The defendants believe
that each of the lawsuit and the motion is without merit and intend to defend against each vigorously. Currently, however, it is
not possible to predict the outcome of the litigation or the impact the litigation may have on CNB, Jacksonville Bancorp or the
proposed Merger, if any.
Forward-Looking Statements
This Current Report
on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They
often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend”
or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.”
Certain factors that could cause actual results to differ materially from expected results include and the other factors detailed
from time to time in Jacksonville Bancorp’s reports filed with the Securities and Exchange Commission, including those described
in its Form 10-K, and the following: delays in completing the merger, including delays in obtaining regulatory or stockholder approval,
difficulties in achieving cost savings from the merger or in achieving such cost savings within the expected time frame, difficulties
in integrating Jacksonville Savings Bank and CNB Bank & Trust, N.A., the reaction of the companies’ customers, employees
and counterparties to the transaction, increased competitive pressures, changes in the interest rate environment, changes in general
economic conditions, legislative and regulatory changes that adversely affect the business in which Jacksonville Bancorp and CNB
are engaged, changes in the securities markets and other risks and uncertainties. Undue reliance should not be placed on the forward-looking
statements, which speak only as of the date hereof. Jacksonville Bancorp does not undertake, and specifically disclaims any obligation,
to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events
or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events,
except to the extent required by law.
Additional Information
In connection with
the proposed merger, Jacksonville Bancorp has provided its stockholders with a proxy statement and other relevant documents concerning
the proposed transaction.
Stockholders of Jacksonville Bancorp are urged to read the proxy statement and other relevant
documents and any amendments or supplements to those documents, because they contain important information that should be considered
before making any decision regarding the transaction.
Stockholders of Jacksonville Bancorp are able to obtain a copy of
the proxy statement, and any other relevant documents, without charge, at the Securities and Exchange Commission website (
www.sec.gov
),
on the Jacksonville Bancorp website (
www.jacksonvillesavings.com
) under the tab “About Us – Investor Relations,”
or by directing a request to:
Diana S. Tone
Executive Vice President and Chief Financial
Officer
Jacksonville Bancorp, Inc.
1211 W. Morton Avenue
Jacksonville, IL 62650
The information available through Jacksonville
Bancorp’s website is not and shall not be deemed part of this Current Report on Form 8-K or incorporated by reference into
other filings that Jacksonville Bancorp makes with the SEC.
Jacksonville Bancorp
and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders
of Jacksonville Bancorp in connection with the proposed transaction. Information about the directors and executive officers of
Jacksonville Bancorp is set forth in Jacksonville Bancorp’s Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 7, 2018. Additional information regarding the interests of these participants and any other persons who may
be deemed participants in the transaction may be obtained by reading the proxy statement regarding the proposed merger when it
becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
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.
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JACKSONVILLE
BANCORP, INC.
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Date: May 8, 2018
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By:
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/s/
Richard A. Foss
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Richard
A. Foss
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President
and Chief Executive Officer
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