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): February 25, 2015
PORTER
BANCORP, INC.
(Exact
name of registrant as specified in its charter)
Kentucky
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001-33033
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61-1142247
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(State
or other jurisdiction of
incorporation
and organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
|
2500 Eastpoint Parkway, Louisville, Kentucky, 40223
(Address
of principal executive offices)
(502)
499-4800
(Registrant's
telephone number, including area code)
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))
At a special meeting of shareholders on February 25, 2015, the
shareholders of Porter Bancorp, Inc. (the “Company”) approved the
issuance of the Company’s Common Shares for purposes of NASDAQ Rule
5635, as well as two other proposals related to the exchange transaction
through which the Company retired its Series A Preferred Shares
originally issued to the U.S. Treasury and converted a $7.4 million
liability for accrued and unpaid dividends into $7.4 million of
additional equity capital. The terms of the Company’s exchange
agreements with the bidders who purchased the Series A Preferred Shares
from the U.S. Treasury were more fully described in the Company’s
Current Reports on Form 8-K filed on November 24 and December 10, 2014.
Because its Common Shares are listed on the NASDAQ Capital Market, the
Company’s shareholders are required to approve any non-public
transaction involving the issuance or potential issuance of Common
Shares by the Company (or securities convertible into or exercisable for
Common Shares) equal to 20% or more of the Common Shares or 20% or more
of the voting power of the Company outstanding prior to the
issuance, for a price less than the greater of book or market value of
the Common Shares.
Item 3.02
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Unregistered Sales of Equity Securities
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As a result of shareholder approval of the issuance of Common Shares for
purposes of NASDAQ Rule 5635, as of March 3, 2015, the third business
day after shareholder approval, the Company’s Cumulative Mandatory
Convertible Perpetual Preferred Stock, Series B will convert into
4,053,600 Common Shares, and its Convertible Perpetual Preferred Stock,
Series D will convert into 6,458,000 Non-Voting Common Shares. The
Company is relying upon Section 3(a)(9) of the Securities Act of 1933,
as amended, the exemption from registration for an exchange of
securities by an issuer with its existing security holders, with respect
to the issuance of these Common Shares and Non-Voting Common Shares.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change of
Fiscal Year
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At a special meeting of shareholders on February 25, 2015, the Company’s
shareholders approved an amendment to its articles of incorporation to
(a) to modify the events triggering conversion of the Non-Voting Common
Shares into Common Shares to conform to the policy of the Federal
Reserve Board, and (b) reset the conversion ratio such that each
Non-Voting Common Share would be convertible into one (1) Common
Share. Previously, each Non-Voting Common Share (none of which had
previously been issued) had been convertible into 1.05 Common Shares
following adjustment for a 5% share dividend in December 2010. In
addition, on February 25, 2015, the Company’s board of directors adopted
amended and restated the articles of incorporation, which amend the
articles of incorporation as follows:
-
The number of shares that the Corporation is authorized to issue was
increased from 19,000,000 Common Shares to 28,000,000 Common Shares
and from 1,380,437 Non-Voting Common Shares to 7,200,000 Non-Voting
Common Shares.
-
The following four Series of the Corporation’s Preferred Shares were
retired in accordance with their respective terms: (i) Fixed Rate
Cumulative Perpetual Preferred Stock, Series A; (ii) Cumulative
Mandatory Convertible Perpetual Preferred Stock, Series B; (iii)
Non-Voting Mandatorily Convertible Preferred Stock, Series C; and (iv)
Cumulative Mandatory Convertible Perpetual Preferred Stock, Series D.
-
The dates for payment of semi-annual dividends on the Corporation’s
Non-Voting, Noncumulative, Non-Convertible Perpetual Preferred Stock,
Series E and Non-Voting, Noncumulative, Non-Convertible Perpetual
Preferred Stock, Series F were set as April 1 and October 1 of each
year, beginning on April 1, 2015.
Amended and restated articles of incorporation reflecting these
amendments are attached as Exhibit 3.1 to this report.
Item 5.07
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Submission of Matters to a Vote of Security Holders
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At a special meeting of shareholders on February 25, 2015, the Company’s
shareholders approved the three proposals described
below. Approximately 70.5% of the Company’s common shares entitled to
vote on the proposals were present in person or by proxy at the meeting.
The votes cast on each of the three proposals were as follows:
1. Proposal to approve, for purposes of NASDAQ Rule 5635, the
issuance of Common Shares to allow for the conversion of the
following securities:
-
40,536 shares of Cumulative Mandatory Convertible Perpetual
Preferred Stock, Series B into 4,053,600 Common Shares; and
-
64,580 shares of Convertible Perpetual Preferred Stock, Series D
into 6,458,000 Non-Voting Common Shares.
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For
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Against
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Abstain
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Broker non-votes
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9,794,225
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44,066
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609,678
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43,727
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|
|
|
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2. Proposal to amend the articles of incorporation to modify the
events triggering conversion of the Non-Voting Common Shares into
Common Shares to conform to the policy of the Federal Reserve Board
and reset the conversion ratio such that each Non-Voting Common
Share is convertible into one (1) Common Share.
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For
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Against
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Abstain
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Broker non-votes
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9,830,822
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45,813
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615,061
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0
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3. Proposal to authorize the Board of Directors to implement the
increase in the number of Common Shares and Non-Voting Common Shares
that Porter Bancorp is authorized to issue, which was approved by
shareholders in 2012, on an “as-needed” basis.
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For
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Against
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Abstain
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Broker non-votes
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9,777,455
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59,459
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611,055
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43,727
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No other proposals were voted upon at the annual meeting.
On March 2, 2015, Porter Bancorp issued a press release announcing that
its shareholders had approved the three proposals at the special meeting
held on February 25, 2014. A copy of the press release is attached as
Exhibit 99.1 to this report.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
Exhibit No.
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Description of Exhibit
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3.1
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Amended and Restated Articles of Incorporation dated February 25,
2015.
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99.1
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Press Release issued by Porter Bancorp, Inc. on February 25, 2015
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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.
Date: March 2, 2015
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PORTER BANCORP INC.
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By:
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/s/ John T. Taylor
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John T. Taylor
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President and
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Chief Executive Officer
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Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PORTER
BANCORP, INC.
ARTICLE I – NAME
The Corporation's name shall be Porter Bancorp, Inc.
ARTICLE II – PURPOSE
The Corporation's purpose shall be to engage in any lawful business for
which corporations may be incorporated under the Kentucky Business
Corporation Act ("KBCA").
ARTICLE III – AUTHORIZED CAPITAL STOCK
The aggregate number of shares which the Corporation shall have the
authority to issue shall be 36,200,000 shares, without par value, which
shall be comprised of: (a) 28,000,000 Common Shares (“Common Shares”);
(b) 7,200,000 shares of non-voting Common Shares (“Non-Voting Common
Shares”); and (c) 1,000,000 Preferred Shares (“Preferred Shares”) with
such preferences, limitations and relative rights as may be determined
by the Corporation’s board of directors (the “Board of Directors”)
pursuant to Article IV and which may be divided into and issued in
series.
Of the 1,000,000 authorized Preferred Shares, (i) 6,197 shares
have been designated as Non-Voting Non-Cumulative Perpetual
Preferred Shares, Series E; and (ii) 4,303 shares have been
designated as Non-Voting Non-Cumulative Perpetual Preferred
Shares, Series F.
ARTICLE IV – RELATIVE RIGHTS AND PREFERENCES
The preferences, limitations and relative rights in respect
of the Corporation's shares shall be as follows:
A. Common Shares.
(1) Voting. Subject to
the voting rights of any series of Preferred Shares or as otherwise
required by law, the Common Shares shall have the exclusive right to
vote for the election of directors and on all other matters in which
shareholders are generally entitled to vote. Each Common Share shall
have one vote per share on matters on which holders of Common Shares are
entitled to vote.
(2) Dividends.
(a) Subject to the preferential dividend rights, if any, of any
Preferred Shares and after the Corporation has complied with any
requirements for setting aside sums as sinking funds or as redemption or
purchase accounts and subject further to subpart (b) of this paragraph
and any other conditions that may be established in accordance with the
provisions of Paragraph C of this Article IV, the holders of Common
Shares shall be entitled to receive such dividends, if any, as may be
declared from time to time by the Board of Directors.
(b) No dividend will be paid or authorized and set apart for
payment on any Common Shares for any period unless the Corporation has
paid or authorized and set aside for payment in the same period, or
contemporaneously pays or authorizes and sets aside for payment, an
equal amount to be paid as a dividend on Non-Voting Common Shares.
(3) Distributions. After
distribution in full of any preferential amount to be distributed to the
holders of Preferred Shares, and subject to any other rights of the
holders of Preferred Shares to further participate in a liquidation,
distribution or sale of assets, dissolution or winding-up of the
Corporation, the holders of Common Shares and Non-Voting Common Shares
shall be entitled to receive, upon the voluntary or involuntary
liquidation, distribution or sale of assets, dissolution or winding-up
of the Corporation, all of its remaining assets, tangible and
intangible, of whatever kind available for distribution to the
shareholders, ratably in proportion to the number of Common Shares and
Non-Voting Common Shares held by each, with each share being
proportionally equal in relation to the sum total of the two classes.
(4) Issuance. Common
Shares may be issued from time to time on such terms and for such
consideration as shall be determined by the Board of Directors.
B. Non-Voting
Common Shares
(1) Same Rights As Common Shares. Except with respect
to voting rights and as otherwise specifically provided in these
Articles of Incorporation, Non-Voting Common Shares shall have the same
preferences, limitations, and relative rights as, and shall be identical
in all respects to, the Common Shares.
(2) No Voting Rights. Except as required by the KBCA
or these Articles of Incorporation, Non-Voting Common Shares shall not
have the right to vote on any matter submitted to a vote at a meeting of
shareholders of the Corporation.
(3) Dividends.
(a) Subject to the preferential dividend rights, if any, of any
Preferred Shares and after the Corporation has complied with any
requirements for setting aside sums as sinking funds or as redemption or
purchase accounts and subject further to subpart (b) of this paragraph
and any other conditions that may be established in accordance with the
provisions of Paragraph C, D or E of this Article IV, the holders of
Non-Voting Common Shares shall be entitled to receive such dividends, if
any, as may be declared from time to time by the Board of Directors.
(b) No dividend will be paid or authorized and set apart for payment on
any Non-Voting Common Shares for any period unless the Corporation has
paid or authorized and set aside for payment in the same period, or
contemporaneously pays or authorizes and sets aside for payment, an
equal amount to be paid as a dividend on Common Shares.
(4) Distributions. After distribution in full of any
preferential amount to be distributed to the holders of Preferred
Shares, and subject to any other rights of the holders of Preferred
Shares to further participate in a liquidation, distribution or sale of
assets, dissolution or winding-up of the Corporation, the holders of
Non-Voting Common Shares and Common Shares shall be entitled to receive,
upon the voluntary or involuntary liquidation, distribution or sale of
assets, dissolution or winding-up of the Corporation, all of its
remaining assets, tangible and intangible, of whatever kind available
for distribution to the shareholders, ratably in proportion to the
number of Common Shares and Non-Voting Common Shares held by each, with
each share being proportionally equal in relation to the sum total of
the two classes.
(5) Automatic Conversion. Each issued and outstanding
Non-Voting Common Share shall automatically be converted into one (1)
Common Share (the “Conversion Rate”) upon the transfer of such
Non-Voting Common Share (or any security convertible to or exercisable
for such Non-Voting Common Share) in (a) a widespread public
distribution, including pursuant to a registration statement filed with
and declared effective by the SEC or pursuant to Rule 144 under the
Securities Act, (b) a transfer in which no transferee (or group of
associated transferees) would receive more than 2% of any class of
Voting Securities or (c) a transfer to a transferee that controls more
than 50% of the Voting Securities without any transfer from the
transferor. The foregoing automatic conversion may occur as to some or
all of the Non-Voting Common Shares held by any holder.
(6) Adjustments. The one-to-one conversion ratio for
the conversion of the Non-Voting Common Shares into Common Shares in
accordance with item (4) of this Article IV(B) shall in all events be
equitably adjusted in the event of (a) any recapitalization of the
Corporation by means of a stock dividend on, or a stock split or
combination of, outstanding Common Shares and Non-Voting Common Shares,
or (b) any merger, consolidation or other reorganization of the
Corporation with another corporation.
(7) Reservation. The Corporation shall at all times
reserve and keep available out of its authorized but unissued Common
Shares, solely for the purpose of effecting the conversion of the
Non-Voting Common Shares, such number of Common Shares as shall from
time to time be sufficient to effect the conversion of all outstanding
Non-Voting Common Shares.
(8) Retirement. If any Non-Voting Common Shares shall
be converted pursuant to this Article IV, the Shares so converted shall
be retired and may not be reissued as Non-Voting Common Shares.
(9) Redesignation. Upon the conversion of all of the
outstanding Non-Voting Common Shares into Common Shares, the Non-Voting
Common Shares shall be automatically redesignated as “Common Shares.”
C. Preferred Stock
The Board of Directors is expressly vested with authority to
determine, in whole or in part, the preferences, limitations, and
relative rights of the Preferred Shares, or one or more series of
Preferred Shares, before the issuance of any such Shares. All shares of
a series of Preferred Shares shall have preferences, limitations and
relative rights identical with those of other Preferred Shares of the
same series. The preferences, limitations, and relative rights of
the Preferred Shares shall be specified in a subsequent amendment to
these Articles of Incorporation adopted by the Board of Directors and
may include, without limitation:
(1) Special, conditional, or limited voting rights, or no right to
vote, except to the extent prohibited by the KBCA;
(2) That the Preferred Shares be redeemable or convertible (a) at
the option of the Corporation, the shareholder, or another person or
upon the occurrence of a designated event; (b) for cash, indebtedness,
securities, or other property; or (c) in a designated amount or in an
amount determined in accordance with a designated formula or by
reference to extrinsic data or events;
(3) Rights entitling the holders to distributions calculated in
any manner, including dividends that may be cumulative, noncumulative,
or partially cumulative;
(4) Preferences over any other class of shares with respect to
distributions, including dividends and distributions upon the
dissolution of the Corporation; and
(5) Other preferences, limitations, or relative rights not
prohibited by law.
D. Non-Voting
Non-Cumulative Perpetual Preferred Shares, Series E
Section 1. Designation of Series and Number of Shares.
(a) The authorized number of Series E Preferred Shares may be decreased
(but not below the number of Series E Preferred Shares then issued and
outstanding) from time to time by the Board of Directors. Outstanding
Series E Preferred Shares that are purchased or otherwise acquired by
the Corporation shall be cancelled and, if the Board of Directors so
expressly provides by resolution, shall revert to authorized but
unissued Preferred Shares of the Corporation undesignated as to series.
(b) The number of Series E Preferred Shares may be increased or
decreased (but not below the number of shares thereof then outstanding)
by a further resolution of the Board of Directors in accordance with
applicable law and the Articles of Incorporation. In case the authorized
number of Series E Preferred Shares shall be so decreased, any excess
shares shall revert to authorized but unissued Preferred Shares of the
Corporation undesignated as to series.
Section 2. Ranking.
(a) Dividends. With respect to the payment of dividends and
distributions (other than distributions upon liquidation, dissolution or
winding-up of the Corporation), the Series E Preferred Shares will rank
(1) junior to any Senior Securities the Corporation may issue in the
future; (2) on a parity with the Series F Preferred Shares and any
Parity Securities the Corporation may issue in the future; and (3)
senior to the Junior Securities.
(b) Liquidation, Dissolution or Winding-up. With respect to the
payment of distributions upon liquidation, dissolution or winding-up of
the Corporation, the Series E Preferred Shares will rank (1) junior to
any Senior Securities the Corporation may issue in the future; and (2)
senior to the Series F Preferred Shares and the other Junior Securities.
Section 3. Definitions. As used herein with respect to
the Series E Preferred Shares:
(a) “Articles of Incorporation” shall mean the articles of
incorporation of the Corporation, as they may be amended from time to
time, and shall include this Article IV.F.
(b) “Board of Directors” means the board of directors of
the Corporation or any committee thereof duly authorized to act on
behalf of such board of directors.
(c) “Business Day” means any day that is not Saturday or
Sunday and that, in Kentucky, is not a day on which banking institutions
generally are authorized or obligated by law or executive order to be
closed.
(d) “Bylaws” means the Bylaws of the Corporation, as may be
amended from time to time.
(e) “Common Shares” means the Common Shares, without par
value, of the Corporation.
(f) “Corporation” means Porter Bancorp, Inc., a Kentucky
corporation.
(g) “Depositary” means DTC or its nominee or any successor
depositary appointed by the Corporation.
(h) “DTC” means The Depository Trust Company and its
successors or assigns.
(i) “Issue Date” means the date on which Series E Preferred
Shares are first issued.
(j) “Holder” means the Person in whose name the Series E
Preferred Shares are registered, which may be treated by the
Corporation, Transfer Agent, Registrar and paying agent as the absolute
owner of the Series E Preferred Shares for the purpose of making payment
and settling the related conversions and for all other purposes.
(k) “Junior Securities” means the Corporation’s Series B
Preferred Shares, Series D Preferred Shares, Common Shares, Non-Voting
Common Shares, each class or series of the Corporation’s capital stock
the terms of which expressly provide that such class or series will rank
junior to the Series E Preferred Shares as to dividend rights or rights
on liquidation, winding-up or dissolution of the Corporation, as
applicable; and any each other class or series of capital stock, not
referred to above, that the Corporation may issue in the future the
terms of which do not expressly provide that it ranks on a parity with
or senior to the Series B Preferred Shares as to dividend rights or
rights on liquidation, winding-up or dissolution of the Corporation, as
applicable.
(l) “Liquidation Preference” means, as to the Series E
Preferred Shares, $1,000.00 per share.
(m) “Officer” means the President, the Chief Executive
Officer, the Chief Operating Officer, any Senior Executive Vice
President, any Executive Vice President, any Senior Vice President, the
Chief Financial Officer, the Treasurer or the Secretary of the
Corporation.
(n) “Officer’s Certificate” means a certificate of
the Corporation, signed by any duly authorized Officer of the
Corporation.
(o) “Parity Securities” means each class or series of
capital stock that the Corporation may issue the terms of which
expressly provide that such class or series will rank on parity with the
Series E Preferred Shares as to dividend rights or rights on
liquidation, winding-up or dissolution of the Corporation, as applicable.
(p) “Person” means a legal person, including any
individual, corporation, estate, partnership, joint venture,
association, joint-stock company, limited liability company or trust.
(q) “Record Date” has the meaning set forth in Section 4(b).
(r) “Registrar” shall mean the Transfer Agent acting in its
capacity as registrar for the Series E Preferred Shares, and its
successors and assigns or any other registrar duly appointed by the
Corporation.
(s) “Senior Securities” means each class or series of
capital stock that the Corporation may issue in the future the terms of
which expressly provide that such class or series will rank senior to
the Series E Preferred Shares as to dividend rights and rights on
liquidation, winding up or dissolution of the Corporation.
(t) “Transfer Agent” means the person acting as Transfer
Agent, Registrar and paying agent for the Series E Preferred Shares, and
its successors and assigns, including any successor transfer agent
appointed by the Corporation. The Corporation may act as its own
transfer agent.
Section 4. Dividends.
(a) From and after the Issue Date, Holders shall be entitled to receive,
on a non-cumulative basis, cash dividends for each outstanding Series E
Preferred Share, if, when and as authorized and declared by the Board of
Directors, at the rate of 2% per annum and no more, out of funds legally
available for the payment of dividends.
(b) Dividends shall be payable in semi-annual installments on April 1
and October 1 of each year (each, a “Dividend Payment Date”),
commencing on April 1, 2015. Each dividend will be payable to Holders of
record as they appear in the stock register of the Corporation at the
close of business on the first day of the month, whether or not a
Business Day, in which the relevant Dividend Payment Date occurs (each,
a “Record Date”). Each period from and including a Dividend
Payment Date (or the Issue Date) to but excluding the following Dividend
Payment Date is herein referred to as a “Dividend Period.”
(c) Dividends payable for a Dividend Period will be computed as simple
interest upon the Liquidation Preference on the basis of a 360-day year
of twelve 30-day months. If a scheduled Dividend Payment Date falls on a
day that is not a Business Day, the dividend will be paid on the next
Business Day as if it were paid on the scheduled Dividend Payment Date,
and no interest or other amount will accrue on the dividend so payable
for the period from and after that Dividend Payment Date to the date the
dividend is paid. No interest or sum of money in lieu of interest will
be paid on any dividend payment on Series B Preferred Shares paid later
than the scheduled Dividend Payment Date.
(d) Dividends on the Series E Preferred Shares are not cumulative. If
the Board of Directors does not authorize and declare a dividend on the
Series E Preferred Shares for a Dividend Period, or if the Board of
Directors authorizes and declares less than a full dividend in respect
of any Dividend Period, such dividends will not accrue and cumulate from
such scheduled Dividend Payment Date and shall not be payable in arrears.
(e) So long as any Series E Preferred Share remains outstanding, (1) no
dividend shall be declared and paid or set aside for payment and no
distribution shall be declared and made or set aside for payment on any
Junior Securities (other than a dividend payable solely in shares of
Junior Securities) and (2) no shares of Junior Securities shall be
purchased, redeemed or otherwise acquired for consideration by the
Corporation, directly or indirectly (other than (a) as a result of a
reclassification of Junior Securities for or into other Junior
Securities or the exchange or conversion of one share of Junior
Securities for or into another share of Junior Securities, (b)
repurchases in support of the Corporation’s employee benefit and
compensation programs and (c) through the use of the proceeds of a
substantially contemporaneous sale of other shares of Junior
Securities), unless, in each case, the full dividends for the most
recent Dividend Period on all outstanding Series E Preferred Shares and
Parity Securities have been paid or declared and a sum sufficient for
the payment thereof has been set aside.
Subject to the succeeding sentence, for so long as any Series E
Preferred Shares remain outstanding, no dividends shall be declared or
paid or set aside for payment on any Parity Securities for any period
unless full dividends on all outstanding Series E Preferred Shares for
the then-current Dividend Period have been paid in full or declared and
a sum sufficient for the payment thereof set aside for all outstanding
Series E Preferred Shares. To the extent the Corporation declares
dividends on the Series E Preferred Shares and on any Parity Securities
but does not make full payment of such declared dividends, the
Corporation shall allocate the dividend payments on a pro rata basis
among the holders of the Series E Preferred Shares and the holders of
any Parity Securities then outstanding. For purposes of calculating the
pro rata allocation of partial dividend payments, the Corporation shall
allocate those payments so that the respective amounts of those payments
bear the same ratio to each other as all declared and unpaid dividends
per share on the Series E Preferred Shares and all Parity Securities
bear to each other.
The Corporation is not obligated to pay Holders of the Series E
Preferred Shares any dividend in excess of the dividends on the Series E
Preferred Shares that are payable as described herein. Subject to the
foregoing, and not otherwise, such dividends (payable in cash, stock or
otherwise) as may be determined by the Board of Directors or any duly
authorized committee of the Board of Directors may be declared and paid
on any Junior Securities from time to time out of any assets legally
available therefor, and the Series E Preferred Shares shall not be
entitled to participate in any such dividend.
(f) Payments of cash for dividends will be delivered to the Holder by
check or, at any time that Series E Preferred Shares are held by
book-entry with DTC or any successor Depositary, through a book-entry
transfer through DTC or such successor Depositary.
Section 5. Liquidation.
(a) If the Corporation voluntarily or involuntarily liquidates,
dissolves or winds up, the Holders at the time shall be entitled to
receive liquidating distributions in an amount equal to $1,000.00 per
Series E Preferred Share, plus an amount equal to any authorized and
declared but unpaid dividends thereon, to and including the date of such
liquidation, out of assets legally available for distribution to the
Corporation’s shareholders, before any distribution of assets is made to
the holders of the Common Shares or any other Junior Securities. After
payment of the full amount of such liquidating distributions, the
Holders will not be entitled to any further participation in any
distribution of assets by, and shall have no right or claim to any
remaining assets of, the Corporation.
(b) If the assets of the Corporation available for distribution to
shareholders upon any liquidation, dissolution or winding-up of the
affairs of the Corporation, whether voluntary or involuntary, shall be
insufficient to pay in full the amounts payable with respect to all
outstanding Series E Preferred Shares and the corresponding amounts
payable on any Parity Securities, Holders and the holders of such Parity
Securities shall share ratably in any distribution of assets of the
Corporation in proportion to the full respective liquidating
distributions to which they would otherwise be respectively entitled.
(c) The Corporation’s consolidation or merger with or into any other
entity, the consolidation or merger of any other entity with or into the
Corporation, or the sale of all or substantially all of the
Corporation’s property or business will not constitute its liquidation,
dissolution or winding up.
Section 6. Perpetual; No Maturity. The Series E Preferred Shares
shall be perpetual and shall be without maturity.
Section 7. Non-Redeemable. The Series E Preferred Shares shall
not be redeemable either at the Corporation’s option or at the option of
Holders at any time. The Series E Preferred Shares shall not be subject
to any sinking fund or other obligation to redeem, repurchase or retire
the Series E Preferred Shares.
Section 8. Non-Convertible. The Series E Preferred Shares shall
not be convertible into any other class or series of the Corporation’s
capital stock.
Section 9. Voting Rights. The holders of Series E Preferred
Shares shall not have any voting rights except as set forth in this
Section 9 or as otherwise from time to time required by law.
(a) Voting Rights. So long as any Series E Preferred Shares are
outstanding, in addition to any other vote or consent of stockholders
required by law or by the Articles of Incorporation, the vote or consent
of the holders of at least majority of the outstanding Series E
Preferred Shares (subject to the last paragraph of this Section 9(a)) at
the time outstanding and entitled to vote thereon, voting together as a
single class, given in person or by proxy, either in writing without a
meeting or by vote at any meeting called for the purpose, shall be
necessary for effecting or validating:
(i) Authorization of Senior Stock. Any amendment or alteration of
the Articles of Incorporation or this Article IV.F (including by means
of a merger, consolidation, or otherwise) to authorize or create, or
increase the authorized amount of, any shares of any specific class or
series of capital stock of the Corporation ranking senior to the Series
E Preferred Shares with respect to either or both the payment of
dividends or the distribution of assets on any liquidation, dissolution
or winding up of the Corporation; or
(ii) Amendment of Provisions Affecting Series E Preferred Shares.
Any amendment, alteration or repeal of any provision of the Articles of
Incorporation or this Article IV.F (including by means of a merger,
consolidation, or otherwise) to the extent that such amendment,
alteration or repeal materially and adversely affect the special rights,
preferences, privileges or voting powers of the Series E Preferred
Shares;
provided, however, that for all purposes of this Section 9(a),
(1) any increase in the amount of the Corporation’s authorized but
unissued Preferred Shares, (2) any increase in the amount of the
Corporation’s authorized or issued Series E Preferred Shares, and (3) to
the extent allowed by Kentucky law, the creation and issuance, or an
increase in the authorized or issued amount, of other class or series of
capital stock of the Corporation ranking equally with or junior to the
Series E Preferred Shares either or both with respect to the payment of
dividends (unless such dividends are cumulative) and/or the distribution
of assets upon the liquidation, dissolution or winding up of the
Corporation, will not be deemed to materially and adversely affect the
special rights, preferences, privileges or voting powers of the Series E
Preferred Shares.
(b) Change for Clarification. Without the consent of the holders
of the Series E Preferred Shares, so long as such action does not
adversely affect the special rights, preferences, privileges and voting
powers, and limitations and restrictions thereof, of the Series E
Preferred Shares, the Corporation may amend, alter, supplement or repeal
any terms of the Series E Preferred Shares:
(i) to cure any ambiguity, or to cure, correct or supplement any
provision contained in this Article IV.F that may be ambiguous,
defective or inconsistent; or
(ii) to make any provision with respect to matters or questions relating
to the Series E Preferred Shares that is not inconsistent with the
provisions of this Article IV.F.
(c) Procedures for Voting and Consents. The rules and procedures
for calling and conducting any meeting of the holders of Series E
Preferred Shares (including, without limitation, the fixing of a record
date in connection therewith), the solicitation and use of proxies at
such a meeting, the obtaining of written consents and any other aspect
or matter with regard to such a meeting or such consents shall be
governed by any rules the Board of Directors or a duly authorized
committee of the Board of Directors, in its discretion, may adopt from
time to time, which rules and procedures shall conform to the
requirements of the Articles of Incorporation, the Bylaws, applicable
law and any national securities exchange or other trading facility, if
any, on which the Series E Preferred Shares or Common Shares is listed
or traded at the time.
Section 16. Transfer Agent, Registrar and Paying Agent. The duly
appointed Transfer Agent, Registrar and paying agent for the Series E
Preferred Shares shall initially be the Corporation. The Corporation
may, in its sole discretion, remove the Transfer Agent; provided that
the Corporation shall appoint a successor transfer agent who shall
accept such appointment prior to the effectiveness of such removal.
Section 17. Miscellaneous. All notices referred to herein shall
be in writing, and, unless otherwise specified herein, all notices
hereunder shall be deemed to have been given upon the earlier of receipt
thereof or three Business Days after the mailing thereof if sent by
registered or certified mail (unless first-class mail shall be
specifically permitted for such notice under the terms of this Article
IV.F) with postage prepaid, addressed: (i) if to the Corporation, to the
principal executive office of the Corporation or to the Transfer Agent
at its principal office in the United States of America, or other agent
of the Corporation designated as permitted by this Article IV.F, or (ii)
if to any Holder, to such Holder at the address of such Holder as listed
in the stock record books of the Corporation (which may include the
records of any transfer agent for the Series E Preferred Shares), or
(iii) to such other address as the Corporation or any such Holder, as
the case may be, shall have designated by notice similarly given.
I. Non-Voting
Non-Cumulative Perpetual Preferred Shares, Series F
Section 1. Designation
of Series and Number of Shares.
(a) The authorized number of Series F Preferred Shares may be decreased
(but not below the number of Series F Preferred Shares then issued and
outstanding) from time to time by the Board of Directors. Outstanding
Series F Preferred Shares that are purchased or otherwise acquired by
the Corporation shall be cancelled and, if the Board of Directors so
expressly provides by resolution, shall revert to authorized but
unissued Preferred Shares of the Corporation undesignated as to series.
(b) The number of Series F Preferred Shares may be increased or
decreased (but not below the number of shares thereof then outstanding)
by a further resolution of the Board of Directors in accordance with
applicable law and the Articles of Incorporation. In case the authorized
number of Series F Preferred Shares shall be so decreased, any excess
shares shall revert to authorized but unissued Preferred Shares of the
Corporation undesignated as to series.
Section 2. Ranking.
(a) Dividends. With respect to the payment of dividends and
distributions (other than distributions upon liquidation, dissolution or
winding-up of the Corporation), the Series F Preferred Shares will rank
(1) junior to any Senior Securities the Corporation may issue in the
future; (2) on a parity with the Series E Preferred Shares and any
Parity Securities the Corporation may issue in the future; and (3)
senior to the Junior Securities.
(b) Liquidation, Dissolution or Winding-up. With respect to the
payment of distributions upon liquidation, dissolution or winding-up of
the Corporation, the Series F Preferred Shares will rank (1) junior to
the Series E Preferred Shares and any Senior Securities the Corporation
may issue in the future; and (2) senior to the other Junior Securities.
Section 3. Definitions. As used herein with respect to
the Series F Preferred Shares:
(a) “Articles of Incorporation” shall mean the articles of
incorporation of the Corporation, as they may be amended from time to
time, and shall include this Article IV.G.
(b) “Board of Directors” means the board of directors of
the Corporation or any committee thereof duly authorized to act on
behalf of such board of directors.
(c) “Business Day” means any day that is not Saturday or
Sunday and that, in Kentucky, is not a day on which banking institutions
generally are authorized or obligated by law or executive order to be
closed.
(d) “Bylaws” means the Bylaws of the Corporation, as may be
amended from time to time. (e) “Common Shares” means
the Common Shares, without par value, of the Corporation.
(f) “Corporation” means Porter Bancorp, Inc., a Kentucky
corporation.
(g) “Depositary” means DTC or its nominee or any successor
depositary appointed by the Corporation.
(h) “DTC” means The Depository Trust Company and its
successors or assigns.
(i) “Issue Date” means the date on which Series F Preferred
Shares are first issued.
(j) “Holder” means the Person in whose name the Series F
Preferred Shares are registered, which may be treated by the
Corporation, Transfer Agent, Registrar and paying agent as the absolute
owner of the Series F Preferred Shares for the purpose of making payment
and settling the related conversions and for all other purposes.
(k) “Junior Securities” means Corporation’s Series B
Preferred Shares, Series D Preferred Shares, Common Shares, Non-Voting
Common Shares, each class or series of the Corporation’s capital stock
the terms of which expressly provide that such class or series will rank
junior to the Series F Preferred Shares as to dividend rights or rights
on liquidation, winding-up or dissolution of the Corporation, as
applicable; and any each other class or series of capital stock, not
referred to above, that the Corporation may issue in the future the
terms of which do not expressly provide that it ranks on a parity with
or senior to the Series F Preferred Shares as to dividend rights or
rights on liquidation, winding-up or dissolution of the Corporation, as
applicable.
(l) “Liquidation Preference” means, as to the Series F
Preferred Shares, $1,000.00 per share.
(m) “Officer” means the President, the Chief Executive
Officer, the Chief Operating Officer, any Senior Executive Vice
President, any Executive Vice President, any Senior Vice President, the
Chief Financial Officer, the Treasurer or the Secretary of the
Corporation.
(n) “Officer’s Certificate” means a certificate of
the Corporation, signed by any duly authorized Officer of the
Corporation.
(o) “Parity Securities” means each class or series of
capital stock that the Corporation may issue the terms of which
expressly provide that such class or series will rank on parity with the
Series F Preferred Shares as to dividend rights or rights on
liquidation, winding-up or dissolution of the Corporation, as applicable.
(p) “Person” means a legal person, including any
individual, corporation, estate, partnership, joint venture,
association, joint-stock company, limited liability company or trust.
(q) “Record Date” has the meaning set forth in Section 4(b).
(r) “Registrar” shall mean the Transfer Agent acting in its
capacity as registrar for the Series F Preferred Shares, and its
successors and assigns or any other registrar duly appointed by the
Corporation.
(s) “Senior Securities” means each class or series of
capital stock that the Corporation may issue in the future the terms of
which expressly provide that such class or series will rank senior to
the Series F Preferred Shares as to dividend rights and rights on
liquidation, winding up or dissolution of the Corporation.
(t) “Transfer Agent” means the person acting as Transfer
Agent, Registrar and paying agent for the Series F Preferred Shares, and
its successors and assigns, including any successor transfer agent
appointed by the Corporation. The Corporation may act as its own
transfer agent.
Section 4. Dividends.
(a) From and after the Issue Date, Holders shall be entitled to receive,
on a non-cumulative basis, cash dividends for each outstanding Series F
Preferred Share, if, when and as authorized and declared by the Board of
Directors, at the rate of 2% per annum and no more, out of funds legally
available for the payment of dividends.
(b) Dividends shall be payable in semi-annual installments on April 1
and October 1 of each year (each, a “Dividend Payment Date”),
commencing on April 1, 2015. Each dividend will be payable to Holders of
record as they appear in the stock register of the Corporation at the
close of business on the first day of the month, whether or not a
Business Day, in which the relevant Dividend Payment Date occurs (each,
a “Record Date”). Each period from and including a Dividend
Payment Date (or the Issue Date) to but excluding the following Dividend
Payment Date is herein referred to as a “Dividend Period.”
(c) Dividends payable for a Dividend Period will be computed as simple
interest upon the Liquidation Preference on the basis of a 360-day year
of twelve 30-day months. If a scheduled Dividend Payment Date falls on a
day that is not a Business Day, the dividend will be paid on the next
Business Day as if it were paid on the scheduled Dividend Payment Date,
and no interest or other amount will accrue on the dividend so payable
for the period from and after that Dividend Payment Date to the date the
dividend is paid. No interest or sum of money in lieu of interest will
be paid on any dividend payment on Series B Preferred Shares paid later
than the scheduled Dividend Payment Date.
(d) Dividends on the Series F Preferred Shares are not cumulative. If
the Board of Directors does not authorize and declare a dividend on the
Series F Preferred Shares for a Dividend Period, or if the Board of
Directors authorizes and declares less than a full dividend in respect
of any Dividend Period, such dividends will not accrue and cumulate from
such scheduled Dividend Payment Date and shall not be payable in arrears.
(e) So long as any Series F Preferred Share remains outstanding, (1) no
dividend shall be declared and paid or set aside for payment and no
distribution shall be declared and made or set aside for payment on any
Junior Securities (other than a dividend payable solely in shares of
Junior Securities) and (2) no shares of Junior Securities shall be
purchased, redeemed or otherwise acquired for consideration by the
Corporation, directly or indirectly (other than (a) as a result of a
reclassification of Junior Securities for or into other Junior
Securities or the exchange or conversion of one share of Junior
Securities for or into another share of Junior Securities, (b)
repurchases in support of the Corporation’s employee benefit and
compensation programs and (c) through the use of the proceeds of a
substantially contemporaneous sale of other shares of Junior
Securities), unless, in each case, the full dividends for the most
recent Dividend Period on all outstanding Series F Preferred Shares and
Parity Securities have been paid or declared and a sum sufficient for
the payment thereof has been set aside.
Subject to the succeeding sentence, for so long as any Series F
Preferred Shares remain outstanding, no dividends shall be declared or
paid or set aside for payment on any Parity Securities for any period
unless full dividends on all outstanding Series F Preferred Shares for
the then-current Dividend Period have been paid in full or declared and
a sum sufficient for the payment thereof set aside for all outstanding
Series F Preferred Shares. To the extent the Corporation declares
dividends on the Series F Preferred Shares and on any Parity Securities
but does not make full payment of such declared dividends, the
Corporation shall allocate the dividend payments on a pro rata basis
among the holders of the Series F Preferred Shares and the holders of
any Parity Securities then outstanding. For purposes of calculating the
pro rata allocation of partial dividend payments, the Corporation shall
allocate those payments so that the respective amounts of those payments
bear the same ratio to each other as all declared and unpaid dividends
per share on the Series F Preferred Shares and all Parity Securities
bear to each other.
The Corporation is not obligated to pay Holders of the Series F
Preferred Shares any dividend in excess of the dividends on the Series F
Preferred Shares that are payable as described herein. Subject to the
foregoing, and not otherwise, such dividends (payable in cash, stock or
otherwise) as may be determined by the Board of Directors or any duly
authorized committee of the Board of Directors may be declared and paid
on any Junior Securities from time to time out of any assets legally
available therefor, and the Series F Preferred Shares shall not be
entitled to participate in any such dividend.
(f) Payments of cash for dividends will be delivered to the Holder by
check or, at any time that Series F Preferred Shares are held by
book-entry with DTC or any successor Depositary, through a book-entry
transfer through DTC or such successor Depositary.
Section 5. Liquidation.
(a) If the Corporation voluntarily or involuntarily liquidates,
dissolves or winds up, the Holders at the time shall be entitled to
receive liquidating distributions in an amount equal to $1,000.00 per
Series F Preferred Share, plus an amount equal to any authorized and
declared but unpaid dividends thereon, to and including the date of such
liquidation, out of assets legally available for distribution to the
Corporation’s shareholders, before any distribution of assets is made to
the holders of the Common Shares or any other Junior Securities. After
payment of the full amount of such liquidating distributions, the
Holders will not be entitled to any further participation in any
distribution of assets by, and shall have no right or claim to any
remaining assets of, the Corporation.
(b) If the assets of the Corporation available for distribution to
shareholders upon any liquidation, dissolution or winding-up of the
affairs of the Corporation, whether voluntary or involuntary, shall be
insufficient to pay in full the amounts payable with respect to all
outstanding Series F Preferred Shares and the corresponding amounts
payable on any Parity Securities, Holders and the holders of such Parity
Securities shall share ratably in any distribution of assets of the
Corporation in proportion to the full respective liquidating
distributions to which they would otherwise be respectively entitled.
(c) The Corporation’s consolidation or merger with or into any other
entity, the consolidation or merger of any other entity with or into the
Corporation, or the sale of all or substantially all of the
Corporation’s property or business will not constitute its liquidation,
dissolution or winding up.
Section 6. Perpetual; No Maturity. The Series F Preferred Shares
shall be perpetual and shall be without maturity.
Section 7. Non-Redeemable. The Series F Preferred Shares shall
not be redeemable either at the Corporation’s option or at the option of
Holders at any time. The Series F Preferred Shares shall not be subject
to any sinking fund or other obligation to redeem, repurchase or retire
the Series F Preferred Shares.
Section 8. Non-Convertible. The Series F Preferred Shares shall
not be convertible into any other class or series of the Corporation’s
capital stock.
Section 9. Voting Rights. The holders of Series F Preferred
Shares shall not have any voting rights except as set forth in this
Section 9 or as otherwise from time to time required by law.
(a) Voting Rights. So long as any Series F Preferred Shares are
outstanding, in addition to any other vote or consent of stockholders
required by law or by the Articles of Incorporation, the vote or consent
of the holders of at least majority of the outstanding Series F
Preferred Shares (subject to the last paragraph of this Section 9(a)) at
the time outstanding and entitled to vote thereon, voting together as a
single class, given in person or by proxy, either in writing without a
meeting or by vote at any meeting called for the purpose, shall be
necessary for effecting or validating:
(i) Authorization of Senior Stock. Any amendment or alteration of
the Articles of Incorporation or this Article IV.G (including by means
of a merger, consolidation, or otherwise) to authorize or create, or
increase the authorized amount of, any shares of any specific class or
series of capital stock of the Corporation ranking senior to the Series
F Preferred Shares with respect to either or both the payment of
dividends or the distribution of assets on any liquidation, dissolution
or winding up of the Corporation; or
(ii) Amendment of Provisions Affecting Series F Preferred Shares.
Any amendment, alteration or repeal of any provision of the Articles of
Incorporation or this Article IV.G (including by means of a merger,
consolidation, or otherwise) to the extent that such amendment,
alteration or repeal materially and adversely affect the special rights,
preferences, privileges or voting powers of the Series F Preferred
Shares;
provided, however, that for all purposes of this Section 9(a),
(1) any increase in the amount of the Corporation’s authorized but
unissued Preferred Shares, (2) any increase in the amount of the
Corporation’s authorized or issued Series F Preferred Shares, and (3) to
the extent allowed by Kentucky law, the creation and issuance, or an
increase in the authorized or issued amount, of other class or series of
capital stock of the Corporation ranking equally with or junior to the
Series F Preferred Shares either or both with respect to the payment of
dividends (unless such dividends are cumulative) and/or the distribution
of assets upon the liquidation, dissolution or winding up of the
Corporation, will not be deemed to materially and adversely affect the
special rights, preferences, privileges or voting powers of the Series F
Preferred Shares.
(b) Change for Clarification. Without the consent of the holders
of the Series F Preferred Shares, so long as such action does not
adversely affect the special rights, preferences, privileges and voting
powers, and limitations and restrictions thereof, of the Series F
Preferred Shares, the Corporation may amend, alter, supplement or repeal
any terms of the Series F Preferred Shares:
(i) to cure any ambiguity, or to cure, correct or supplement any
provision contained in this Article IV.G that may be ambiguous,
defective or inconsistent; or
(ii) to make any provision with respect to matters or questions relating
to the Series F Preferred Shares that is not inconsistent with the
provisions of this Article IV.G.
(c) Procedures for Voting and Consents. The rules and procedures
for calling and conducting any meeting of the holders of Series F
Preferred Shares (including, without limitation, the fixing of a record
date in connection therewith), the solicitation and use of proxies at
such a meeting, the obtaining of written consents and any other aspect
or matter with regard to such a meeting or such consents shall be
governed by any rules the Board of Directors or a duly authorized
committee of the Board of Directors, in its discretion, may adopt from
time to time, which rules and procedures shall conform to the
requirements of the Articles of Incorporation, the Bylaws, applicable
law and any national securities exchange or other trading facility, if
any, on which the Series F Preferred Shares or Common Shares is listed
or traded at the time.
Section 16. Transfer Agent, Registrar and Paying Agent. The duly
appointed Transfer Agent, Registrar and paying agent for the Series F
Preferred Shares shall initially be the Corporation. The Corporation
may, in its sole discretion, remove the Transfer Agent; provided that
the Corporation shall appoint a successor transfer agent who shall
accept such appointment prior to the effectiveness of such removal.
Section 17. Miscellaneous. All notices referred to herein shall
be in writing, and, unless otherwise specified herein, all notices
hereunder shall be deemed to have been given upon the earlier of receipt
thereof or three Business Days after the mailing thereof if sent by
registered or certified mail (unless first-class mail shall be
specifically permitted for such notice under the terms of this Article
IV.G) with postage prepaid, addressed: (i) if to the Corporation, to the
principal executive office of the Corporation or to the Transfer Agent
at its principal office in the United States of America, or other agent
of the Corporation designated as permitted by this Article IV.G, or (ii)
if to any Holder, to such Holder at the address of such Holder as listed
in the stock record books of the Corporation (which may include the
records of any transfer agent for the Series F Preferred Shares), or
(iii) to such other address as the Corporation or any such Holder, as
the case may be, shall have designated by notice similarly given.
ARTICLE V – BOARD OF DIRECTORS
The number of directors of the Corporation shall be such
number, not less than two (2) nor more than fifteen (15), the exact
number from time to time to be fixed by the Board of Directors. The
number of directors may be fixed or changed from time to time, within
the minimum and maximum by the shareholders or the Board of Directors.
ARTICLE VI – LIMITATION OF LIABILITY
No director of the Corporation shall be personally liable to
the Corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director; provided, however, that the foregoing
shall not eliminate or limit the liability of a director (a) for any
breach of the director's duty of loyalty to the Corporation or its
shareholders; (b) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of the law; (c)
under KRS 271B.8-330; or (d) for any transaction from which the director
derived an improper personal benefit. Any repeal or modification of
this Article VI by the shareholders of the Corporation shall not
adversely affect any right or protection of a director of the
Corporation existing at the time of, or increase the liability of any
director of the Corporation with respect to any acts or omission
occurring prior to, such repeal or modification.
ARTICLE VII - INDEMNIFICATION
Each person who is or becomes an executive officer or director
of the Corporation shall be indemnified and advanced expenses by the
Corporation with respect to all threatened, pending or completed
actions, suits or proceedings in which that person was, is or is
threatened to be made a named defendant or respondent because he is or
was a director or executive officer of the Corporation. This Article
obligates the Corporation to indemnify and advance expenses to its
executive officers or directors only in connection with proceedings
arising from that person's conduct in his official capacity with the
Corporation and to the extent permitted by the KBCA, as amended from
time to time, when the determination and authorization of such
indemnification and advancement has been made in accordance with the
KBCA. The indemnification and advancement of expenses provided by this
Article shall not be deemed exclusive of any other rights to which
directors and executive officers may be entitled under any agreement,
vote of shareholders or disinterested directors, or otherwise.
* * * * *
Exhibit 99.1
Porter
Bancorp, Inc. Holds Special Shareholders Meeting
Shareholders
Approve Issuance of Common Shares, Amendment of Non-Voting Shares, and
Proposal to Implement Increase in Authorized Shares
Exchange
Transaction Increases Shareholders’ Equity
LOUISVILLE, Ky.--(BUSINESS WIRE)--March 2, 2015--Porter Bancorp, Inc.
(NASDAQ: PBIB), parent company of PBI Bank, announced today that
shareholders approved the issuance of common shares, an amendment of
non-voting common shares and a proposal to implement an increase in
authorized shares at a special meeting of shareholders held on February
25, 2015.
In comments made at the meeting, John T. Taylor, President and CEO of
Porter Bancorp, Inc., stated, “We are pleased our shareholders approved
the proposals at today’s meeting. With these approvals, we can complete
the previously announced transaction in which we were able to retire our
Series A Preferred stock and Series C Preferred stock in exchange for
newly issued common and preferred stock. The net effect of the exchange
transaction increased our total shareholders’ equity by approximately
$7.4 million, increased our common shareholders’ equity by approximately
$42.9 million, and our total issued and outstanding common and
non-voting shares now total approximately 25.4 million.”
“Shareholder approval was required by NASDAQ for the issuance of the new
shares. We are pleased to announce that 93.7% of Porter Bancorp’s
shareholders voting on the proposal were in favor of the transaction. We
believe this exchange transaction and shareholder approval represent an
important step in strengthening our capital position and is consistent
with our plans to improve our capital ratios. We also believe the
participation of our directors in the exchange highlights their
confidence in Porter Bancorp’s future,” concluded Taylor.
At the meeting, shareholders approved proposals for the following:
-
Issuing Common Shares, as required by the NASDAQ rules, to permit the
conversion of convertible preferred shares issued in the exchange
transaction into 4,053,600 Common Shares and 6,458,000 Non-Voting
Common Shares;
-
Amending provisions governing conversion of the Non-Voting Common
Shares into Common Shares to conform to the policy of the Federal
Reserve Board and reset the conversion ratio so that each Non-Voting
Common Share is convertible into one (1) Common Share; and
-
Authorizing the Board of Directors to increase the number of Common
Shares and Non-Voting Common Shares that Porter Bancorp is authorized
to issue, up to the number approved by shareholders in 2012, on an
“as-needed” basis.
About Porter Bancorp, Inc.
Porter Bancorp, Inc. (NASDAQ: PBIB) is a Louisville, Kentucky-based bank
holding company which operates banking centers in 12 counties through
its wholly-owned subsidiary PBI Bank. Our markets include metropolitan
Louisville in Jefferson County and the surrounding counties of Henry and
Bullitt, and extend south along the Interstate 65 corridor. We serve
southern and south central Kentucky from banking centers in Butler,
Green, Hart, Edmonson, Barren, Warren, Ohio and Daviess counties. We
also have a banking center in Lexington, Kentucky, the second largest
city in the state. PBI Bank is a traditional community bank with a wide
range of personal and business banking products and services.
Forward-Looking Statements
Statements in this press release relating to Porter Bancorp’s plans,
objectives, expectations or future performance are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. The words “believe,” “may,” “should,” “anticipate,”
“estimate,” “expect,” “intend,” “objective,” “possible,” “seek,” “plan,”
“strive” or similar words, or negatives of these words, identify
forward-looking statements. These forward-looking statements are based
on management’s current expectations. Porter Bancorp’s actual results in
future periods may differ materially from those indicated by
forward-looking statements due to various risks and uncertainties,
including our ability to reduce our level of higher risk loans such as
commercial real estate and real estate development loans, reduce our
level of non-performing loans and other real estate owned, and increase
net interest income in a low interest rate environment, as well as our
need to increase capital. These and other risks and uncertainties are
described in greater detail under “Risk Factors” in the Company’s Form
10-K and subsequent periodic reports filed with the Securities and
Exchange Commission. The forward-looking statements in this press
release are made as of the date of the release and Porter Bancorp does
not assume any responsibility to update these statements.
PBIB-G
CONTACT:
Porter Bancorp, Inc.
John T. Taylor, 502-499-4800
Chief
Executive Officer
Porter Bancorp, Inc. (delisted) (NASDAQ:PBIB)
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