UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 6, 2005
ASB Financial Corp.
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 0-25906 31-1429488
- ---------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
503 Chillicothe Street, Portsmouth, Ohio 45662
- ---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (740) 354-3177
--------------
- ---------------------------------------------------------------------------
(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 (see General Instruction A.2. below):
[ ] 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))
Section 3 - Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
- -------------------------------------------------------------------------
Rule or Standard; Transfer of Listing.
- --------------------------------------
Please see the disclosure set forth below under Item 8.01 Other
Events.
Item 3.03 Material Modification to Rights of Securities Holders.
- ------------------------------------------------------------------
Please see the disclosure set forth below under Item 8.01 Other
Events.
Section 8 - Other Events
Item 8.01 Other Events.
- -------------------------
On July 11, 2005, ASB Financial Corp. ("ASB") filed amendments to its
Articles of Incorporation with the Ohio Secretary of State to effect a 1-
for-300 reverse stock split, followed immediately by a 300-for-1 forward
stock split (together, the "Stock Splits"). The Stock Splits are part of a
going-private transaction by ASB and the amendments were approved at a
Special Meeting of the Shareholders of ASB held on July 8, 2005. All
fractional shares resulting from the reverse stock split were cancelled in
exchange for the right to receive $23.00 for each pre-split ASB common
share held by the shareholder.
In connection with the Stock Splits, on July 6, 2005, ASB sent a letter
to the NASDAQ National Market requesting that ASB's common shares be
delisted from the NASDAQ effective prior to the opening of the market on
July 11, 2005.
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.
ASB FINANCIAL CORP.
By: /s/ Robert M. Smith
--------------------------------
Robert M. Smith
President
Date: July 11, 2005