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): November 17, 2011
BAYLAKE CORP.
(Exact name of registrant as specified in its charter)
| | |
Wisconsin | 001-16339 | 39-1268055 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| |
217 North Fourth Avenue Sturgeon Bay, Wisconsin |
54235 |
(Address of principal executive offices) | (Zip code) |
(920) 743-5551
(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))
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 15, 2011, at a duly convened meeting of the Board of Directors of Baylake Corp. (the “Company”), the Board adopted an amendment (the “Amendment”) to Article VI of the Company’s bylaws (the “Bylaws”), which became effective immediately upon its adoption. The Amendment provides that shares of the Company’s stock may be uncertificated and, further, that the Board of Directors of the Company may authorize the issuance of any shares of any of the Company’s classes or series of stock without certificates. The authorization of uncertificated shares will not affect shares already represented by certificates until the certificates are surrendered to the Company.
The Amendment further clarifies that the Company may issue certificates of shares of the Company’s stock that were signed by an officer, transfer agent or registrar that has ceased to be such officer, transfer agent or registrar prior to issuance of the shares.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
| | |
| Exhibit No. | Description |
| | |
| 3.1 | First Amendment to Bylaws of Baylake Corp. |
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.
Dated: November 17, 2011
BAYLAKE CORP.
By: /s/ Kevin L. LaLuzerne
Kevin L. LaLuzerne
Senior Vice President and Chief Financial
Officer
EXHIBIT INDEX
| | |
| Exhibit No. | Description |
| | |
| 3.1 | First Amendment to Bylaws of Baylake Corp. |
