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): October 23, 2009 (October
22, 2009)
RURBAN
FINANCIAL
CORP.
(Exact
name of registrant as specified in its charter)
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Ohio
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0-13507
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34-1395608
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(State
or other jurisdiction
of
incorporation or organization)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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401 Clinton Street,
Defiance, Ohio 43512
(Address
of principal executive offices) (Zip Code)
(419)
783-8950
(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:
[ ]
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 5.02 – Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
The
information set forth under “Item 8.01 — Other Events” of this Current Report on
Form 8-K below relating to the changes in executive officers of Rurban and RDSI
in connection with the contemplated spin-off is incorporated herein by
reference.
Item 7.01 – Regulation FD
Disclosure.
On
October 21, 2009, Rurban issued a news release announcing that its Board of
Directors has declared a quarterly shareholder dividend of $0.09 per
share. The dividend is payable on November 20, 2009 to all
shareholders of record on November 6, 2009. A copy of the October 21,
2009 news release is furnished as Exhibit 99.1 and is incorporated herein by
reference.
The
information in this Item 7.01, including Exhibit 99.1 furnished herewith, is
being furnished and shall not be deemed to be “filed” for purposes of Section 18
of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject
to the liabilities of that Section, nor shall such information be deemed to be
incorporated by reference in any registration statement or other document filed
under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act,
except as otherwise stated in such filing.
Item 8.01 – Other
Events.
On
October 22, 2009, Rurban issued a news release announcing that its Board of
Directors has approved proceeding with the appropriate filings with the SEC in
connection with the contemplated spin-off of Rurban’s technology subsidiary,
Rurbanc Data Services, Inc. (“RDSI”). The contemplated spin-off would
be effected through a dividend of the common shares of RDSI to the shareholders
of Rurban, resulting in RDSI becoming a separate and independent public
company. It is anticipated that the previously-announced merger
of RDSI and New Core Banking Systems will be completed immediately following the
contemplated spin-off of RDSI.
Rurban
currently anticipates that the spin-off would be completed in the first quarter
of 2010, subject to the satisfaction of a number of conditions. The
conditions include final approval by the Rurban Board of Directors of the
spin-off and its terms, the SEC filings becoming effective under applicable SEC
laws and regulations, the successful conversion of The State Bank and Trust
Company, Rurban’s banking subsidiary, to New Core Banking Systems’ Single
Source™ software, and the satisfaction of the conditions to the merger between
RDSI and New Core Banking Systems under the terms of the Agreement and Plan of
Reorganization entered into on April 25, 2009.
Rurban
announced the following changes in the executive officers of Rurban and RDSI in
connection with the contemplated spin-off:
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Kenneth
A. Joyce will continue as Chairman and CEO of RDSI and will also
temporarily take the role of President of RDSI. Mr. Joyce, who also
currently serves as Rurban’s President and CEO, will relinquish these
positions and assume the role of Executive Vice Chairman of Rurban
effective January 1, 2010 through March 31, 2010. Following
this date, Mr. Joyce will maintain a consulting relationship with Rurban
through the end of 2010 to assist with the
transition.
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Mark
A. Klein, who currently serves as President and CEO of The State Bank and
Trust Company, will assume the CEO position at Rurban effective January 1,
2010.
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Effective
upon the completion of the contemplated spin-off, Duane L. Sinn, currently
Rurban’s Chief Financial Officer, will be joining RDSI as its Chief
Financial Officer. Rurban is currently conducting a search for
a new CFO to replace Mr. Sinn.
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·
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Later
in the fourth quarter of 2009, Henry R. Thiemann will be retiring after
ten successful years in various positions with Rurban, including the last
two years as RDSI’s President.
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Effective
upon the completion of the contemplated spin-off and subsequent merger
between RDSI and New Core Banking Systems, John J. Aranowicz, the founder
and current CEO of New Core Banking Systems, will be joining RDSI as an
Executive Vice President with responsibility for Software Development and
other responsibilities.
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In its
October 22, 2009 news release, Rurban also announced that it has commenced an
accelerated depreciation expense of its ITI software and associated software in
anticipation of an end to data processing operations using the current ITI
software. Rurban commenced the accelerated depreciation expense in
August 2009, with the entire balance of $4.7 million expected to be written-off
by the last half of 2010. Additionally, Rurban announced that
non-recurring legal and compliance expenses related to the spin-off, which
expenses began in the first quarter of 2009, will continue to be incurred
through the first quarter of 2010.
In its
October 22, 2009 news release, Rurban also provided an update on RDSI’s sales
efforts in offering New Core Banking Systems’ Single Source™ software to its
current data processing customers who are now being serviced using ITI
software. Rurban announced that it currently has one banking site
utilizing the Single Source™ software, a major conversion scheduled for the
fourth quarter of 2009 (The State Bank and Trust Company), four executed
contracts, and nine letters of intent to convert to the new
software.
A copy of
the October 22, 2009 news release is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
Additional
Information
Rurban
and/or RDSI plan to make appropriate filings with the SEC concerning the
contemplated spin-off and the merger transaction between RDSI and New Core
Banking Systems. Those filings will include a combined information
statement to be delivered to Rurban shareholders in connection with the spin-off
and a proxy statement/disclosure document to be delivered to the New Core
shareholders in connection with the approval of the merger transaction by the
New Core shareholders. The combined information statement/proxy
statement/disclosure document and other documents filed by Rurban and/or RDSI
with the SEC will contain important information about Rurban, RDSI, New Core and
the merger transaction. WE URGE INVESTORS AND NEW CORE SHAREHOLDERS TO READ
CAREFULLY THE COMBINED INFORMATION STATEMENT/PROXY STATEMENT/DISCLOSURE
STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC, INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS ALSO FILED WITH THE SEC. NEW CORE SHAREHOLDERS IN
PARTICULAR SHOULD READ THE COMBINED INFORMATION STATEMENT/PROXY
STATEMENT/DISCLOSURE DOCUMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE
MERGER TRANSACTION. Investors and shareholders will be able to obtain
a free copy of the combined information statement/proxy statement/disclosure
document — along with other filings containing information about Rurban and RDSI
— at the SEC’s website at http://www.sec.gov. Copies of the combined
information statement/proxy statement/disclosure document, and any filings with
the SEC incorporated by reference in such document, can also be obtained free of
charge by directing a request to Rurban Financial Corp., 401 Clinton Street,
Defiance, Ohio 43512; Attention: Ms. Valda Colbart, Investor Relations Officer;
Telephone: (419) 784-2759.
This
communication shall not constitute an offer to sell or the solicitation of an
offer to buy any securities nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation, or sale is unlawful before
registration or qualification of the securities under the securities laws of the
jurisdiction. Rurban and RDSI contemplate that the RDSI common shares
to be issued to shareholders of New Core Banking Systems in the merger will not
be registered under the Securities Act of 1933, as amended, in reliance upon an
applicable exemption from registration requirements. In this case,
the RDSI common shares issued to shareholders of New Core Banking Systems in the
merger may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
Item 9.01 – Financial
Statements and Exhibits.
(a) Not
Applicable
(b) Not
Applicable
(c) Not
Applicable
(d) Exhibits
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Exhibit
No.
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Description
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99.1
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News
release issued by Rurban Financial Corp. on October 21, 2009 regarding
declaration of quarterly shareholder dividend
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99.2
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News
release issued by Rurban Financial Corp. on October 22, 2009 regarding the
contemplated spin-off of Rurbanc Data Services,
Inc.
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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 hereunto duly
authorized.
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RURBAN
FINANCIAL CORP.
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Dated:
October 23, 2009
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By:
/s/ Duane
L.
Sinn
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Duane
L. Sinn
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Executive
Vice President and Chief Financial
Officer
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Current
Report on Form 8-K
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Exhibit
No.
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Description
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99.1
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News
release issued by Rurban Financial Corp. on October 21, 2009 regarding
declaration of quarterly shareholder dividend
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99.2
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News
release issued by Rurban Financial Corp. on October 22, 2009 regarding the
contemplated spin-off of Rurbanc Data Services,
Inc.
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