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): December 4, 2015
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 8.01.
Other Events.
Effective December 4, 2015, Baylake Corp. (the “Company”) completed its previously announced acquisition of NEW Bancshares, Inc. (“NEWBI”). On December 4, 2015 the Company issued a press release announcing the completion of the acquisition, which is attached hereto as Exhibit 99.1.
The cash-and-stock transaction is valued at approximately $9,909,613, with 41.3% of the consideration paid through the issuance of 285,829 shares of Company common stock. The number of shares of Company common stock issued in connection with the transaction was based on the Company’s average trading price of $14.33 per share. As provided for in the Agreement and Plan of Merger with NEWBI, the average trading price was determined by taking the average daily high and low sale price of Company common stock on the NASDAQ Stock Market LLC for 10 trading days ending on and including December 2, 2015. Cash consideration of approximately $5,813,683 was also paid in connection with the transaction.
Item 9.01
Exhibits.
(d) Exhibits
| | |
| Exhibit No. | Description |
| | |
| 99.1 | Press Release announcing the Completion of the Company’s Acquisition of NEWBI dated December 4, 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.
Dated: December 4, 2015
BAYLAKE CORP.
By: /s/ Kevin L. LaLuzerne
Kevin L. LaLuzerne
Senior Vice President and Chief Financial
Officer
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EXHIBIT INDEX
| | |
| Exhibit No. | Description |
| | |
| 99.1 | Press Release announcing the Completion of the Company’s Acquisition of NEWBI dated December 4, 2015. |
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