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): July 29, 2010 (July 28,
2010)
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.02.
Results of
Operations and Financial Condition.
On July
28, 2010, Rurban Financial Corp. (the “Company”) issued a news release reporting
financial results for the second quarter ended June 30, 2010. A copy
of the July 28, 2010 news release is furnished as Exhibit 99.1 and is
incorporated herein by reference.
The
information in this Item 2.02, 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 or the Exchange Act, except as otherwise stated
in such filing.
Item 2.06.
Material
Impairments.
In the July 28, 2010 news release, the
Company announced that it had recorded a $5.6 million pre-tax charge in the
second quarter of 2010 for impairment and write-downs of software, hardware and
development costs related to the data processing business of the Company’s
wholly-owned subsidiary, Rurbanc Data Services, Inc. (“RDSI”). The
Company also recorded a $3.0 million loan provision and associated charge-off at
RDSI during the second quarter relating to a loan for software development
costs. As reported in the July 28, 2010 news release, these charges
were the result of the determination by the Company that the planned spin-off of
RDSI and the merger of RDSI with New Core Holdings, Inc. cannot be successfully
completed, together with the loss of RDSI’s data processing client base and
associated revenue.
Item 5.02.
Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On July 28, 2010, the Company announced
that its Board of Directors has approved a restructuring of the Boards of
Directors of the Company and The State Bank and Trust Company (“State Bank”)
which will reduce the size of both Boards from 11 to 9 members. In
connection with this restructuring, the Company accepted the retirement of the
following four directors of the Company and State Bank effective as of July 31,
2010: Steven VanDemark (Chairman), J. Michael Walz, Thomas Callan and
John Compo. The Board of Directors of the Company has appointed
Richard Hardgrove to replace Steven VanDemark as Chairman of the Board effective
upon Mr. VanDemark’s retirement.
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 July 28, 2010 reporting
financial results for the second quarter ended June 30,
2010
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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: July
29, 2010
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By:
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/s/
Anthony V. Cosentino |
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Anthony
V. Cosentino |
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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 July 28, 2010 reporting
financial results for the first quarter ended June 30,
2010
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