UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):March 26, 2019
Horizon Bancorp, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| | | | |
| Indiana | | 000-10792 | | 35-1562417 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
| 515 Franklin Street, Michigan City, Indiana | | 46360 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(219)879-0211
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class | | Trading
Symbol(s) | | Name of each exchange on which registered |
| | | |
| Common Stock, no par value | | HBNC | | The NASDAQ Stock Market, LLC |
Explanatory Note
This Current Report on Form8-K/A is filed as an amendment (“Amendment No. 1”) to the Current Report on Form8-K filed by Horizon Bancorp, Inc. (“Horizon”) on March 26, 2019 (the “Original8-K”), announcing the completion of Horizon’s acquisition of Salin Bancshares, Inc. (“SBI”) on March 26, 2019. The sole purpose of this Amendment No. 1 is to provide the historical financial statements of SBI as required by Item 9.01(a), and the pro forma financial information as required by Item 9.01(b), in connection with Horizon’s acquisition of SBI, which financial statements were not included in the Original8-K. Please refer to the Original8-K for further discussion of Horizon’s acquisition of SBI.
| Item 9.01 | Financial Statements and Exhibits. |
| | (a) | Financial statements of businesses acquired. |
| | (i) | The audited consolidated financial statements of SBI as of and for the year ended December 31, 2017, together with the notes thereto and the report of the independent auditor thereon, are attached as Exhibit 99.1 to this Current Report on Form8-K and incorporated by reference herein. |
| | (ii) | The unaudited condensed consolidated balance sheet of SBI as of September 30, 2018, and the unaudited condensed consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows of SBI for the nine months ended September 30, 2018 and 2017, together with the notes thereto, are attached as Exhibit 99.2 to this Current Report on Form8-K and incorporated by reference herein. |
| | (b) | Pro forma financial information. |
The unaudited pro forma combined condensed consolidated balance sheet of Horizon as of December 31, 2018, and the unaudited pro forma combined condensed consolidated income statement of Horizon for the year ended December 31, 2018, together with the notes thereto, giving effect to the merger between Horizon and SBI, are filed as Exhibit 99.3 to this Current Report on Form8-K and incorporated by reference herein.
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Exhibit
No. | | Description | | Location |
| | |
| 23.1 | | Consent of BKD, LLP | | Attached |
| | |
| 99.1 | | Audited Consolidated Financial Statements of Salin Bancshares, Inc. as of and for the year ended December 31, 2017, together with the notes thereto and the report of the independent auditor thereon | | Attached |
| | |
| 99.2 | | Unaudited Condensed Consolidated Balance Sheet of Salin Bancshares, Inc. as of September 30, 2018, and the Unaudited Condensed Consolidated Statements of Income, Comprehensive Income, Changes in Stockholders’ Equity, and Cash Flows of Salin Bancshares, Inc. for the nine months ended September 30, 2018 and 2017, together with the notes thereto | | Attached |
| | |
| 99.3 | | Unaudited Pro Forma Combined Condensed Consolidated Balance Sheet of Horizon as of December 31, 2018, and the Unaudited Pro Forma Combined Condensed Consolidated Income Statement of Horizon for the year ended December 31, 2018, together with the notes thereto | | Attached |
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 hereto duly authorized.
| | | | | | |
Date: May 3, 2019 | | | | Horizon Bancorp, Inc. |
| | | |
| | | | By: | | /s/ Mark E. Secor |
| | | | | | Mark E. Secor, Executive Vice President and Chief Financial Officer |
