- Amended Securities Registration (section 12(g)) (8-A12G/A)
December 23 2008 - 3:59PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-A/A
(Amendment
No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
VIST Financial Corp.
(Exact Name of Registrant as Specified in Its
Charter)
Pennsylvania
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23-2354007
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(State of Incorporation or Organization)
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(I.R.S. Employer
Identification no.)
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1240 Broadcasting Road
Wyomissing, Pennsylvania
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19610
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(Address of Principal Executive Offices)
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(Zip Code)
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If
this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the following box:
o
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If
this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box:
x
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Securities Act registration statement file
number to which this form relates:
Not Applicable
(If applicable)
Securities to be registered pursuant to Section 12(b) of
the Act:
Title of Each Class
to be so Registered
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Name of Each Exchange on Which
Each Class is to be Registered
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None
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N/A
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Securities to be registered pursuant to Section 12(g) of
the Act:
Rights to Purchase Common Stock, $5.00 Par Value Per
Share
(Title of Class)
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item 1.
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Description
of Registrants Securities to be Registered
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On September 19,
2001, the Board of Directors of VIST Financial Corp. (formerly known as
Leesport Financial Corp. and First Leesport Bancorp, Inc.) (the
Company
)
declared a dividend distribution of one right (a
Right
) for each
outstanding share of the Companys common stock, par value $5.00 per share (the
Common Stock
), to shareholders of record at the close of business on October 10,
2001. The Board of Directors amended the
terms and conditions of the Rights as of March 3, 2008 and December 17,
2008. Each Right entitles the registered
holder to purchase from the Company one share of Common Stock, at a purchase
price of $70.00, subject to adjustment.
The description and terms of the Rights are set forth in the Amended and
Restated Rights Agreement, dated as of March 3, 2008, as amended December 17,
2008 (collectively, the
Rights Agreement
) between the Company and
American Stock Transfer & Trust Company, as Rights Agent.
Initially, the Rights
will be evidenced by Common Stock certificates representing shares then
outstanding, and no separate rights certificates will be distributed. The Rights will separate from the Common
Stock and be distributed (the
Distribution Date
) upon the earlier of (i) 10
business days following a public announcement that a person or group of
affiliated or associated persons (an
Acquiring Person
) has acquired
15% or more of the outstanding shares of Common Stock or voting securities
representing 15% or more of the total voting power of the Company; (ii) 10
business days (or such later date as the Board of Directors deems appropriate)
following the commencement of a tender offer or exchange offer that would
result in a person or group acquiring 15% or more of such outstanding shares of
Common Stock or total voting power; or (iii) 10 business days following the
determination by the Board of Directors that, with respect to any person who,
alone or together with his affiliates or associates, has acquired 4.9% or more
of such outstanding shares of Common Stock or total voting power of the
Company, such beneficial ownership by such person is intended in the view of
the Board of Directors to cause the Company to take actions to provide
short-term financial gain to such person under circumstances not in the best
long-term interests of the Company and its other shareholders (any such person
referred to as an
Adverse Person
).
On December 17,
2008, the Board of Directors and the Rights Agent amended the provisions of the
Rights Agreement to provide that both the terms Acquiring Person and Adverse
Person shall not include the United States Department of the Treasury (the
Investor
)
and be inapplicable to a certain Letter Agreement, dated December 19,
2008, between the Company and the Investor and a warrant (the
Warrant
)
to purchase 364,078 shares of Common Stock issued to the Investor and the
consummation of the transactions contemplated thereby, including the exercise
of the Warrant by the Investor in accordance with its terms.
Until the Distribution
Date, the Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, and the
surrender for transfer of any certificate for Common Stock outstanding will
also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. The
Rights are not exercisable until the Distribution Date and will expire at the
close of business on September 19, 2011, unless earlier redeemed as
described below.
After the Rights become
exercisable, upon the occurrence of certain events specified in the Rights
Agreement, including the acquisition of the Company in a merger transaction or
a sale of 50% or more of the Companys assets or earning power, each holder of
a Right will thereafter have the right to receive upon exercise of the Right,
Common Stock (or common stock of the acquiring company depending on the type of
transaction) having a market value equal to twice the exercise price of the
Right. If the Rights become exercisable,
all Rights beneficially owned by an Acquiring Person or an Adverse Person will
be null and void. Rights are not
exercisable under any circumstances until such time as the Rights are no longer
redeemable as described below.
For example, at an
exercise price of $70 per Right, each Right not owned by an Acquiring Person or
an Adverse Person following an acquisition of the Company in a merger
transaction in which the Company is the legally surviving entity would entitle
its holder to purchase $140 worth of Common Stock (based on the lowest closing
price over the prior twelve months) for $70.
Assuming that the lowest closing price of the Common Stock during the
prior twelve months was $17.50, the holder of each valid Right would be
entitled to purchase eight shares of Common Stock for $70.
At any time until ten
business days following the Stock Acquisition Date, the Company may, by action
of a majority of the Board of Directors, redeem the Rights at a price of $.001
per Right. At any time prior to the date
the Rights would otherwise become nonredeemable, a majority of the Board of
Directors may extend the period for redemption.
Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only right of the holders
of Rights will be to receive the $.001 redemption price. The Board of Directors may not redeem the
Rights following a determination that any person is an Adverse Person.
2
Until exercised, a Right
will not entitle the holder to any voting or dividend rights. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above, or are exchanged as
provided in the preceding paragraph.
Other than those
provisions relating to the principal economic terms of the Rights, any of the
provisions of the Rights Agreement may be amended prior to the Distribution
Date. After the Distribution Date, the provisions of the Rights Agreement may
be amended by the Board in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person or Adverse Person or an affiliate or
associate of any such person), or to shorten or lengthen any time period under
the Rights Agreement; however, no amendment to adjust the time period governing
redemption can be made at such time as the Rights are not redeemable.
Copies of the Amended and
Restated Rights Agreement, as of March 3, 2008, have been filed with the
Securities and Exchange Commission as Exhibits 4.1 to the Companys Form 8-K
filed on March 7, 2008. A copy of
the Amendment to Amended and Restated Rights Agreement, as of December 17,
2008, has been filed with the Securities and Exchange Commission as Exhibit 4.3
to the Companys Form 8-K filed on December 23, 2008. Copies of the Rights Agreement are available
free of charge from the Rights Agent.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement included
as Exhibits 4.1 and 4.2 and incorporated herein by reference.
Item 2.
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Exhibits.
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3.1
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Amended and Restated
Articles of Incorporation of VIST Financial Corp. (Incorporated by reference
to Exhibit 3.1 of VIST Financial Corp.s Current Report on
Form 8-K, filed on March 7, 2008).
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3.2
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Articles of Amendment
to Articles of Incorporation of VIST Financial Corp., effective as of
December 17, 2008 (Incorporated by reference to Exhibit 3.1 of VIST
Financial Corp.s Current Report on Form 8-K, filed on December 23,
2008).
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3.3
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Statement with Respect
to Shares for the Fixed Rate Cumulative Perpetual Preferred Stock,
Series A, par value $0.01 per share, of VIST Financial Corp.
(Incorporated by reference to Exhibit 3.2 of VIST Financial Corp.s
Current Report on Form 8-K, filed on December 23, 2008).
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3.4
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Amended and Restated
Bylaws of VIST Financial Corp. (Incorporated by reference to Exhibit 3.1
of VIST Financial Corp.s Current Report Form 8-K, filed on
June 23, 2008).
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4.1
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Amended and Restated
Rights Agreement, dated as of March 3, 2008, between VIST Financial
Corp. and American Stock Transfer & Trust Company, as the Rights
Agent, together with the following exhibits thereto: Exhibit A
Form of Rights Certificate; Exhibit B Summary of Rights to
Purchase Common Stock (Incorporated by reference to Exhibit 4.1 of VIST
Financial Corp.s Current Report on Form 8-K filed March 7, 2008).
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4.2
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Amendment to Amended
and Restated Rights Agreement, dated as of December 17, 2008, between
VIST Financial Corp. and American Stock Transfer & Trust Company, as
the Rights Agent, together with Exhibit B thereto (Incorporated by
reference to Exhibit 4.3 of VIST Financial Corp.s Current Report on
Form 8-K, filed on December 23, 2008).
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3
SIGNATURE
Pursuant to the
requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
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VIST FINANCIAL CORP.
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(Registrant)
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Date: December 23,
2008
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By
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/s/ Edward
C. Barrett
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Edward C.
Barrett
Executive Vice President and Chief Financial Officer
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4
EXHIBIT
INDEX
Exhibit
Number
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Description
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3.1
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Amended and Restated
Articles of Incorporation of VIST Financial Corp. (Incorporated by reference
to Exhibit 3.1 of VIST Financial Corp.s Current Report on
Form 8-K, filed on March 7, 2008).
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3.2
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Articles of Amendment
to Articles of Incorporation of VIST Financial Corp., effective as of
December 17, 2008 (Incorporated by reference to Exhibit 3.1 of VIST
Financial Corp.s Current Report on Form 8-K, filed on December 23,
2008).
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3.3
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Statement with Respect
to Shares for the Fixed Rate Cumulative Perpetual Preferred Stock,
Series A, par value $0.01 per share, of VIST Financial Corp.
(Incorporated by reference to Exhibit 3.2 of VIST Financial Corp.s
Current Report on Form 8-K, filed on December 23, 2008).
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3.4
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Amended and Restated
Bylaws of VIST Financial Corp. (Incorporated by reference to Exhibit 3.1
of VIST Financial Corp.s Current Report Form 8-K, filed on
June 23, 2008).
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4.1
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Amended and Restated
Rights Agreement, dated as of March 3, 2008, between VIST Financial
Corp. and American Stock Transfer & Trust Company, as the Rights
Agent, together with the following exhibits thereto: Exhibit A
Form of Rights Certificate; Exhibit B Summary of Rights to
Purchase Common Stock (Incorporated by reference to Exhibit 4.1 of VIST
Financial Corp.s Current Report on Form 8-K filed March 7, 2008).
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4.2
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Amendment to Amended
and Restated Rights Agreement, dated as of December 17, 2008, between
VIST Financial Corp. and American Stock Transfer & Trust Company, as
the Rights Agent, together with Exhibit B thereto (Incorporated by
reference to Exhibit 4.3 of VIST Financial Corp.s Current Report on
Form 8-K, filed on December 23, 2008).
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5
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