SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 4
TO
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT UNDER
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
Northeast Indiana Bancorp, Inc.
(Name of Issuer)
Northeast Indiana Bancorp, Inc.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
664196102
(CUSIP Number of Class of Securities)
Claudia V. Swhier
Barnes & Thornburg LLP
11 South Meridian Street
Indianapolis, Indiana 46204
(317) 231-7231
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. |X| The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. |_| The filing of a registration statement under the Securities Act of
1933.
c. |_| A tender offer.
d. |_| None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. |_|
Check the following box if the filing is a final amendment reporting the results
of the transaction: |X|
CALCULATION OF FILING FEE
Transaction Valuation(*) Amount of Filing Fee**
$1,057,100.50 $124.42
*Estimated maximum price to be paid in lieu of issuance of fractional shares of
common stock to persons who would hold less than one whole share of common stock
of record after the proposed reverse stock split and based on an amount per
share equal to the product obtained by multiplying (A) $23.50 by (B) the total
number of shares of common stock owned by all such shareholders of record
immediately prior to the reverse stock split.
**Determined pursuant to Rule 0-11(b)(1) as $1,057,100.50 multiplied by
..0001177.
|X| Check Box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount previously paid: $52.15 Filing Party: Northeast Indiana Bancorp, Inc.
Form or Registration No.: Schedule 13E-3 Date Filed: March 16, 2005
April 18, 2005
May 2, 2005
May 10, 2005
INTRODUCTION
This Amendment No. 4 to the Rule 13e-3 Transaction Statement on Schedule
13E-3 is being filed by the Company pursuant to Section 13(e) of the Exchange
Act and Rule 13e-3 thereunder. This Amendment No. 4, is being filed pursuant to
Rule 13e-3(d)(3) as a final amendment to report is being filed pursuant to the
results of the 1-for-125 reverse stock split followed immediately by a 125-for-1
forward stock split (the "Split Transaction").
Stockholders holding shares of the Company's capital stock representing the
required majority of votes approved the Split Transaction at the Company's
annual meeting of stockholders held on June 15, 2005. The Company filed
Certificates of Amendment of its Certificate of Incorporation with the Secretary
of State of Delaware to effect the Split Transaction on June 15, 2005, and as a
result of the effectiveness of the Split Transaction on June 15, 2005,
registered stockholders holding less than one share of common stock after the
reverse split on that date have the right to receive cash at a price of $23.50
per whole share of common stock outstanding immediately prior to the
effectiveness of the reverse split. There were 481 such shareholders holding
44,983 shares, for an aggregate cash pay-out by the Company of $1,057,100.50.
Stockholders holding more than one share of common stock after the reverse split
participated in the forward split and therefore continued to hold the same
number of shares immediately after the Split Transaction as they did immediately
before the Split Transaction.
The Split Transaction has reduced the number of stockholders of record of
the Company to less than 300, enabling the Company to terminate its reporting
obligations with the Securities and Exchange Commission under the Securities
Exchange Act of 1934. The Company expects to file a Form 15 with the Securities
and Exchange Commission to cease reporting as a public company as soon as
practicable.
Pursuant to General Instructions F and G to Schedule 13E-3, the definitive
proxy statement of the Company filed on May 10, 2005, including all appendices
and exhibits thereto, is expressly incorporated by reference herein in its
entirety.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: June 16 , 2005
NORTHEAST INDIANA BANCORP, INC.
By:/s/ Stephen E. Zahn
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Stephen E. Zahn
Chairman and Chief Executive Officer