Attached files
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EX-4.1 - FORM OF CERTIFICATE FOR SERIES A PREFERRED STOCK - RIVER VALLEY BANCORP | rvb_8k1119ex41.htm |
EX-10.1 - FORM OF INVESTMENT AGREEMENT - RIVER VALLEY BANCORP | rvb_8k1119ex101.htm |
EX-99.1 - PRESS RELEASE - RIVER VALLEY BANCORP | rvb_8k1119ex991.htm |
EX-3.1 - CERTIFICATE OF DESIGNATIONS FOR SERIES A PREFERRED STOCK - RIVER VALLEY BANCORP | rvb_8k1119ex31.htm |
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): November 19,
2009
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River
Valley Bancorp
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(Exact
Name of Registrant as Specified in Its Charter)
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Indiana
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000-21765
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35-1984567
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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430
Clifty Drive, P.O. Box 1590, Madison, Indiana
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47250-0590
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(812)
273-4949
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(Registrant’s
Telephone Number, Including Area Code)
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N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.01. Entry Into a Material
Definitive Agreement
River
Valley Bancorp (the “Registrant”) has been engaged in a private placement of a
minimum of $5,000,000 and up to a maximum of $8,000,000 of Fixed Rate Cumulative
Perpetual Preferred Stock, Series A, without par value, liquidation preference
$1,000 per share (the “Series A Preferred Stock”). On November 19, 2009, the
Registrant closed on the sale of 5,000 shares of the Series A Preferred Stock,
for an aggregate subscription price of $5,000,000. Fifty percent of the net
proceeds of the offering will be contributed to the Registrant’s bank
subsidiary, River Valley Financial Bank.
The
Series A Preferred Stock was sold to certain investors known to the Registrant,
including Frederick Koehler, Chairman of the Registrant’s Board of Directors,
through substantially identical investment agreements. Pursuant to the
investment agreements, the subscription price for a share of the Series A
Preferred Stock was $1,000 per share, and a minimum purchase of 250 shares, for
$250,000, was required. In addition, the investment agreements contained
customary representations and warranties of the signing parties, indemnification
rights, and other matters. The form of investment agreement is attached as Exhibit
10.1.
The
Series A Preferred Stock will qualify as Tier 1 capital and will pay cumulative
dividends at a rate of 7.25% per annum for the first five years and
9% per annum thereafter, payable quarterly. The Series A Preferred Stock is
non-voting except with respect to certain matters affecting the rights of the
holders thereof, and may be redeemed by the Registrant after five years for 100%
of the liquidation preference plus any declared but unpaid dividends. The Series
A Preferred Stock has a liquidation preference of $1,000 per share. This summary
description is qualified in its entirety by the relative rights, preferences and
designations of the Series A Preferred Stock set forth on the Certificate of
Designations attached hereto as Exhibit
3.1.
A copy of
the Registrant’s press release dated November 19, 2009, announcing the sale of
the Series A Preferred Stock pursuant to the investment agreements is attached
hereto as Exhibit
99.1 and is incorporated herein by reference.
ITEM
3.02. Unregistered Sales of
Equity Securities
The
information set forth in Item 1.01 of this Form 8-K is incorporated herein by
reference. The Series A Preferred Stock is being issued in a private placement
exempt from registration pursuant to Section 4(2) and Rule 506 of Regulation D
of the Securities Act of 1933, as amended (the “1933 Act”) and constitutes
“restricted securities” under Rule 144 under the 1933 Act. The Registrant did
not offer the Series A Preferred Stock by means of any general solicitation or
general advertising, and there were no more than 35 purchasers, excluding those
persons permitted by Regulation D to be excluded from the number of purchasers.
The Registrant filed a Form D with the Securities and Exchange Commission on
October 6, 2009, and also made appropriate state securities laws filings at that
time. No underwriter or sales agent was utilized and there were no underwriting
discounts or commissions payable by the Registrant in connection with this
offering.
ITEM
3.03 Material Modification
to Rights of Securityholders
Upon
issuance of the Series A Preferred Stock, the ability of the Registrant to
declare or pay dividends or distributions on, or repurchase, redeem or otherwise
acquire for consideration, shares of its Common Stock will be subject to
restrictions in the event that the Registrant fails to declare and pay full
dividends (or declare and set aside a sum sufficient for payment thereof) on its
Series A Preferred Stock. These restrictions are set forth in the Certificate of
Designations attached hereto as Exhibit
3.1.
2
ITEM
5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year
On and
effective as of November 19, 2009, the Registrant filed a Certificate of
Designations with the Indiana Secretary of State for the purpose of amending the
Registrant’s Articles of Incorporation to fix the designations, preferences,
limitations and relative rights of 8,000 authorized shares of Series A Preferred
Stock. The Certificate of Designations provides that the Series A Preferred
Stock will pay cumulative dividends at a rate of 7.25% per annum for the
first five years following first issuance and 9% per annum thereafter,
payable quarterly. The Series A Preferred Stock is non-voting except with
respect to certain matters affecting the rights of the holders thereof, and may
be redeemed by the Registrant after five years for 100% of the liquidation
preference plus any declared but unpaid dividends. The Series A Preferred Stock
has a liquidation preference of $1,000 per share. This summary description is
qualified in its entirety by the relative rights, preferences and designations
of the Series A Preferred Stock set forth on the Certificate of Designations
attached hereto as Exhibit 3.1 and
incorporated by reference herein. The form of stock certificate for
the Series A Preferred Stock is attached hereto as Exhibit
4.1.
ITEM
9.01. Financial Statements and
Exhibits
(d)
Exhibits.
Exhibit
No.
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Description
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3.1
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Certificate
of Designations for Series A Preferred Stock
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4.1
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Form
of Certificate for Series A Preferred Stock
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10.1
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Form
of Investment Agreement
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99.1
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Press
Release dated November 19, 2009
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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 hereto
duly authorized.
Date:
November 24, 2009
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River
Valley Bancorp
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By:
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/s/ Matthew P. Forrester | |
Matthew
P. Forrester
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President
and Chief Executive Officer
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4
EXHIBIT
INDEX
Exhibit
Number
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Exhibit
Description
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Location
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3.1
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Certificate
of Designations for Series A Preferred Stock
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Attached
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4.1
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Form
of Certificate for Series A Preferred Stock
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Attached
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10.1
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Form
of Investment Agreement
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Attached
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99.1
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Press
Release, dated November 19, 2009
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Attached
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5