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 24, 2012 (October 18, 2012)

 

 

RURBAN FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

Ohio		0-13507		34-1395608
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

 

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 2.02. Results of Operations and Financial Condition.

 

On October 23, 2012, Rurban Financial Corp. (the “Company”) issued a news release reporting financial results for the third quarter and nine months ended September 30, 2012. A copy of the October 23, 2012 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 8.01. Other Events.

 

On October 18, 2012, the Company paid a total of $4,387,747 of deferred interest to bring all payments current on its outstanding trust preferred securities. As previously reported in its Form 10-K and Form 10-Q filings, the Company elected to defer its quarterly and semi-annual interest payments on its trust preferred securities beginning in September of 2010, as permitted under the terms of the trust preferred indentures. During the interest deferral period, the Company was prohibited under the terms of the trust preferred indentures from paying dividends on, or repurchasing, any of its common shares. As a result of the payment of all deferred interest by the Company on October 18, 2012, these restrictions on dividends and repurchases will no longer apply effective as of March 7, 2013.

 

Item 9.01. Financial Statements and Exhibits.

 

(a) Not Applicable

 

(b) Not Applicable

 

(c) Not Applicable

 

(d) Exhibits

 

Exhibit No.	Description
99.1	News release issued by Rurban Financial Corp. on October 23, 2012, reporting financial results for the third quarter and nine months ended September 30, 2012

 

   

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.

 

	RURBAN FINANCIAL CORP.
Dated: October 24, 2012	By:	/s/ Anthony V. Cosentino
		Anthony V. Cosentino
		Executive Vice President and Chief Financial Officer

 

  

INDEX TO EXHIBITS

 

Current Report on Form 8-K

Dated October 24, 2012

 

Rurban Financial Corp.

 

 

Exhibit No.	Description
99.1	News release issued by Rurban Financial Corp. on October 23, 2012, reporting financial results for the third quarter and nine months ended September 30, 2012