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): JUNE 25, 2002 (JUNE 6, 2002)
-----------------------------
NICOLET BANKSHARES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
WISCONSIN 333-90052 47-0871001
- --------------------------------------------------------------------------------
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
110 SOUTH WASHINGTON STREET, GREEN BAY, WISCONSIN 54301
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 920-430-1400
------------------------
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Note: This Report is filed by the Registrant as a successor issuer to Nicolet
National Bank, which previously filed reports with Office of the Comptroller of
the Currency.
ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT.
(a) Nicolet National Bank (the "Bank") reorganized into a one-bank
holding company structure, effective June 6, 2002. The Bank now is a
wholly-owned subsidiary of Nicolet Bankshares, Inc. (the "Registrant"). The
reorganization occurred under the terms of an Agreement and Plan of Share
Exchange between the Bank and the Registrant dated as of February 19, 2002 (the
"Plan"). The Plan provided that each outstanding share of Bank common stock,
except for shares held by shareholders who exercised their dissenters' rights,
would be exchanged for one share of Registrant common stock.
As a result of the reorganization, the former shareholders of the Bank
acquired control of the Registrant. The amount and source of the consideration
were the 1,845,987 shares of Bank common stock outstanding and owned by the
shareholders. The basis of the shareholders' control is their ownership of 100%
of Registrant's outstanding common stock. The effective date of the
reorganization was June 6, 2002. The shareholders who now control the
Registrant assumed control of the Registrant from Robert B. Atwell, who was its
sole shareholder.
(b) The Registrant does not know of any arrangement, including any
pledge by any person of securities of the Registrant, the operation of which may
at a subsequent date result in a change in control of the Registrant.
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
(a) As a result of the reorganization, the Registrant acquired
ownership of 100% of the Bank as of June 6, 200. See Item 1 above.
(b) The Registrant will use the Bank to conduct a general banking
business.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired.
Consolidated financial statements of the Registrant as of and for the two
years ended December 31, 2001 are incorporated into this Current Report on Form
8-K by reference to the consolidated financial statements included in the
Registration Statement on Form SB-2 filed by the Registrant on June 7, 2002 (SEC
File No. 333-90052). While such financial statements are those of the
Registrant and not those of the Bank, they are the same except that those of the
Registrant have been restated by taking those of the Bank and reclassifying
certain components of stockholders' equity based upon the change in par value
from $5.00 per share to $0.01 per share. See Note (14) to such financial
statements.
Consolidated financial statements of the Registrant as of and for the
quarter ended March 31, 2002 are incorporated into this Current Report on Form
8-K by reference to the consolidated financial statements included in the
Registration Statement on Form SB-2 filed by the Registrant on June 7, 2002 (SEC
File No. 333-90052). While such financial statements are those of the
Registrant and not those of the Bank, they are the same except that those of the
Registrant have been restated by taking those of the Bank and reclassifying
- 2 -
certain components of stockholders' equity based upon the change in par value
from $5.00 per share to $0.01 per share. See Note (4) to such financial
statements.
(b) Pro Forma Financial Information.
If the reorganization had occurred on January 1, 2001, the consolidated
financial statements of the Registrant and the Bank as of and for the year ended
December 31, 2001 and as of and for the quarter ended March 31, 2002 would have
been the same as those incorporated by reference into this Current Report on
Form 8-K, as described in Item 7(a) above.
(c) Exhibits.
2. Agreement and Plan of Share Exchange, dated as of February 19, 2002,
between the Bank and the Registrant.
- 3 -
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.
NICOLET BANKSHARES, INC.
By: /s/ Michael E. Daniels
------------------------------
Michael E. Daniels
Executive Vice President
Date: June 25, 2002
---------------
- 4 -