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): March 21, 2005
(March 15, 2005)
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RURBAN FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
Ohio 0-13507 34-1395608
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(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) Identification No.)
401 Clinton Street, Defiance, Ohio 43512
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(Address of principal executive offices) (Zip Code)
(419) 783-8950
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(Registrant's telephone number, including area code)
Not Applicable
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(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:
[ ] 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 1.01. Entry into a Material Definitive Agreement.
Branch Purchase and Assumption Agreement
On March 15, 2005, State Bank and Trust Company ("State Bank"), a
wholly owned subsidiary of Rurban Financial Corp. ("Rurban"), entered into a
Branch Purchase and Assumption Agreement (the "Purchase Agreement") with Liberty
Savings Bank, FSB ("Liberty Savings"), a subsidiary of Liberty Capital, Inc. The
Purchase Agreement provides for the sale to State Bank of two of Liberty
Savings' bank branches and one non-banking facility located in Lima, Ohio. The
transaction includes the acquisition of approximately $61.9 million in deposits
and $5.4 million in loans.
Upon the closing of the transaction, Liberty Savings will pay State
Bank an amount of cash equal to 100% of the aggregate amount of Deposits as of
the close of business on the closing date minus the Aggregate Asset Value and
minus the Deposit Premium (as those terms are defined in the Purchase
Agreement). Subject to the terms and conditions of the Purchase Agreement, State
Bank will acquire certain assets and assume certain liabilities of Liberty
Savings related to the acquired branches. The Purchase Agreement includes
customary representations and warranties of the parties for transactions of this
type and contains indemnification obligations. The Purchase Agreement also
provides for the payment of a $100,000 break-up fee if the Purchase Agreement is
terminated by either party under certain circumstances. The closing of the
transaction is subject to customary conditions, including approval by regulatory
authorities, and is expected to close within the next 90 days.
The foregoing description of the Purchase Agreement is not complete and
is qualified in its entirety by reference to the full text of the Purchase
Agreement, which is filed as Exhibit 2 to this Current Report on Form 8-K and
incorporated herein by reference.
A copy of the press release issued by Rurban on March 17, 2005
announcing the execution of the Purchase Agreement is filed as Exhibit 99 to
this Current Report on Form 8-K and incorporated herein by reference.
Award of Options and Stock Appreciation Rights
On March 16, 2005, the Board of Directors of Rurban, upon the
recommendation of its Compensation Committee, reviewed and approved certain
compensation arrangements with Rurban's executive officers. The Board of
Directors granted each of the executive officers non-qualified stock options and
tandem stock appreciation rights ("SARs") under the Rurban Financial Corp. Stock
Option Plan (the "Plan"). The number of non-qualified stock options and tandem
SARs granted to the executive officers was:
Officer Stock Options SARs
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Kenneth A. Joyce 20,000 20,000
Robert W. Constien 3,000 3,000
James E. Adams 3,000 3,000
Henry R. Thiemann 3,000 3,000
The non-qualified options and SARs vest immediately and will expire on
March 16, 2015. Upon exercise, each SAR will entitle the holder to the
difference, payable in cash, between the market value of the common shares at
the time of exercise and the exercise price of $14.15 per share (the closing
price of Rurban's common shares on The Nasdaq National Market on the grant
date). The exercise of the non-qualified stock option, in whole or in part, will
cause an equal exercise of the SARs related to the option. The SARs are only
exercisable in conjunction with the exercise of the non-qualified stock option
to which the SARs are attached.
Each non-qualified stock option and tandem SAR is subject to the terms
of the Plan (which is filed as Exhibit 10(u) to Rurban's Annual Report on Form
10-K for the fiscal year ended December 31, 1996 (File No. 0-13507) and
incorporated herein by reference) and the related non-qualified stock option and
SAR award agreements (forms of which are filed as Exhibits 10(a) and 10(b),
respectively, to this Current Report on Form 8-K and incorporated herein by
reference).
The Board of Directors, upon the recommendation of the Compensation
Committee, also approved a new form of incentive stock option award agreement
for the award of incentive stock options under the Plan which will vest after
one year of service with Rurban or its subsidiaries. The new form of incentive
stock option agreement is attached as Exhibit 10(c) to this Current Report on
Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements - Not Applicable
(b) Pro Forma Financial Information - Not Applicable
(c) Exhibits
Exhibit No. Description
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2* Branch Purchase and Assumption Agreement, dated March
15, 2005, by and between Liberty Savings Bank, FSB and
State Bank and Trust Company
10(a) Form of Non-Qualified Stock Option Agreement (Vesting
After One Year of Employment) under the Rurban
Financial Corp. Stock Option Plan
10(b) Form of Stock Appreciation Rights Agreement under the
Rurban Financial Corp. Stock Option Plan
10(c) Form of Incentive Stock Option Agreement (Vesting
After One Year of Employment) under the Rurban
Financial Corp. Stock Option Plan
99 News Release issued by Rurban Financial Corp. on March
17, 2005
* Schedules to the Branch Purchase and Assumption Agreement have
not been filed. Rurban hereby agrees to furnish a copy of any
omitted schedule to the Securities and Exchange Commission upon
its request.
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.
RURBAN FINANCIAL CORP.
Dated: March 21, 2005 By: /s/ James E. Adams
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James E. Adams
Executive Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
Current Report on Form 8-K
Dated March 21, 2005
Rurban Financial Corp.
Exhibit No. Description
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2* Branch Purchase and Assumption Agreement, dated March 15,
2005, by and between Liberty Savings Bank, FSB and State
Bank and Trust Company
10(a) Form of Non-Qualified Stock Option Agreement (Vesting After
One Year of Employment) under the Rurban Financial Corp.
Stock Option Plan
10(b) Form of Stock Appreciation Rights Agreement under the Rurban
Financial Corp. Stock Option Plan
10(c) Form of Incentive Stock Option Agreement (Vesting After One
Year of Employment) under the Rurban Financial Corp. Stock
Option Plan
99 News Release issued by Rurban Financial Corp. on March 17,
2005.
* Schedules to the Branch Purchase and Assumption Agreement have not been
filed. Rurban hereby agrees to furnish a copy of any omitted schedule
to the Securities and Exchange Commission upon its request.