Attached files
| file | filename |
|---|---|
| EX-4.1 - PARK NATIONAL CORP /OH/ | v204810_ex4-1.htm |
| EX-5.1 - PARK NATIONAL CORP /OH/ | v204810_ex5-1.htm |
| EX-10.2 - PARK NATIONAL CORP /OH/ | v204810_ex10-2.htm |
| EX-10.1 - PARK NATIONAL CORP /OH/ | v204810_ex10-1.htm |
| EX-23.2 - PARK NATIONAL CORP /OH/ | v204810_ex23-2.htm |
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)
|
December 8, 2010 (December 7,
2010)
|
Park
National Corporation
(Exact
name of registrant as specified in its charter)
|
Ohio
|
1-13006
|
31-1179518
|
|
(State
or other jurisdiction
|
(Commission
|
(
IRS Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
50
North Third Street, P.O. Box 3500, Newark, Ohio
|
43058-3500
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(740)
349-8451
(Registrant’s
telephone number, including area code)
Not
Applicable
(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.
As previously reported on Park National
Corporation’s (“Park”) Current Report on Form 8-K, dated December 8, 2010 and
filed with the Securites and Exchange Commission (the “SEC”) at 9:06 a.m.,
Eastern Time, on that date (the “Early Morning December 8, 2010 Form
8-K”), Park entered into securities purchase agreements with certain
institutional investors, pursuant to which Park agreed to sell, in a registered
direct public offering, an aggregate of 71,984 common shares, Series A Common
Share Warrants, which are exercisable within six months of the closing date, to
purchase up to an aggregate of 35,992 common shares (the “Series A Warrants”),
and Series B Common Share Warrants, which are exercisable within 12 months of
the closing date, to purchase up to an aggregate of 35,992 common shares (the
“Series B Warrants” and, collectively with the Series A Warrants, the
“Warrants”) for total gross proceeds of approximately $5.0 million. The purchase
price for each Common Share together with one-half of a Series A Warrant and
one-half of a Series B Warrant is $69.46 (the “Per Share Purchase Price”), which
was the closing price of Park’s common shares on December 2, 2010. Each Warrant
entitles the investor to purchase one common share at $76.41, or 110% of the Per
Share Purchase Price, subject to anti-dilution provisions that require
adjustment to reflect stock dividends and splits, pro-rata distributions,
certain cash dividends and certain fundamental transactions. The closing of the
offering is expected to take place no later than December 10, 2010, subject to
the satisfaction of customary closing conditions.
The common shares, Series A Warrants,
Series B Warrants and common shares issuable upon exercise of the Warrants will
be issued pursuant to a prospectus supplement filed on December 8, 2010 with the
SEC in connection with a takedown from Park’s shelf registration on Form S-3
(Registration File No. 333-159454), which was declared effective by the SEC on
May 22, 2009. A copy of the opinion of Vorys, Sater, Seymour and Pease LLP,
counsel to Park, relating to the common shares and the Warrants to be sold
pursuant to the securities purchase agreements and the common shares issuable
upon exercise of the Warrants is attached as Exhibit 5.1 to this Current Report
on Form 8-K.
On
December 7, 2010, Park entered into a letter agreement with Rodman &
Renshaw, LLC (the “Placement Agent”), pursuant to which the Placement Agent
agreed to act as exclusive placement agent on a “reasonable best efforts” basis
in connection with the sale of 71,984 common shares together with the Series A
Warrants and the Series B Warrants in the registered direct public offering
described above. Park has agreed to pay the Placement Agent an aggregate fee
equal to 3% of the gross proceeds from the sale of the common shares and
Warrants in the offering, plus 3% of the aggregate gross proceeds Park receives,
if any, from the exercise of the Warrants. Park has also agreed to provide
the Placement Agent with a
non-accountable expense allowance equal to 1% of the aggregate gross proceeds
raised by Park in the proposed placement, but in no event more than
$40,000.
2
A copy of
the letter agreement with the Placement Agent, a copy of the form of securities
purchase agreement and a copy of the form of Series A / Series B Warrant are
attached hereto as Exhibits 10.1, 10.2 and 4.1, respectively, and are
incorporated herein by reference. The foregoing summaries of the terms of the
letter agreement with the Placement Agent, the securities purchase agreements
and the Warrants are subject to, and qualified in their entirety by, such
documents.
On
December 8, 2010, Park issued a news release announcing the offering. A copy of
the news release was attached as Exhibit 99.1 to the Early Morning December 8,
2010 Form 8-K and is incorporated herein by reference.
3
Item 9.01 – Financial
Statements and Exhibits.
|
|
(a)
|
Not
applicable
|
|
|
(b)
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Not
applicable
|
|
|
(c)
|
Not
applicable
|
|
|
(d)
|
Exhibits. The
following exhibits are filed with this Current Report on Form
8-K:
|
|
Exhibit No.
|
Description
|
|
|
4.1
|
Form
of Series A / Series B Common Share Warrant
|
|
|
5.1
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Opinion
of Vorys, Sater, Seymour and Pease LLP
|
|
|
10.1
|
Letter
Agreement, dated December 7, 2010, by and between Park National
Corporation and Rodman & Renshaw, LLC.
|
|
|
10.2
|
Form
of Securities Purchase Agreement – Common Shares and
Warrants
|
|
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23.1
|
Consent
of Vorys, Sater, Seymour and Pease LLP (included in Exhibit
5.1)
|
|
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23.2
|
Consent
of Crowe Horwath LLP
|
|
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99.1
|
|
News
Release issued by Park National Corporation on December 8, 2010 announcing
agreements for direct placement of $5.0 million in capital (incorporated
herein by reference to Exhibit 99.1 to Park National Corporation’s Current
Report on Form 8-K dated December 8, 2010 and filed on December 8, 2010
at 9:06 a.m., Eastern Time (File No.
1-13006)).
|
[Remainder
of page intentionally left blank;
signature
on following page.]
4
SIGNATURE
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.
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PARK
NATIONAL CORPORATION
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||
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Dated:
December 8, 2010
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By:
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/s/ John W. Kozak
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John
W. Kozak
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||
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Chief
Financial Officer
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||
5
INDEX TO
EXHIBITS
Current
Report on Form 8-K
Dated
December 8, 2010
Park
National Corporation
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Exhibit No.
|
Description
|
|
|
4.1
|
Form
of Series A / Series B Common Share Warrant
|
|
|
5.1
|
Opinion
of Vorys, Sater, Seymour and Pease LLP
|
|
|
10.1
|
Letter
Agreement, dated December 7, 2010, by and between Park National
Corporation and Rodman & Renshaw, LLC
|
|
|
10.2
|
Form
of Securities Purchase Agreement – Common Shares and
Warrants
|
|
|
23.1
|
Consent
of Vorys, Sater, Seymour and Pease LLP (included in Exhibit
5.1)
|
|
|
23.2
|
Consent
of Crowe Horwath LLP
|
|
|
99.1
|
News
Release issued by Park National Corporation on December 8, 2010 announcing
agreements for direct placement of $5.0 million in capital (incorporated
herein by reference to Exhibit 99.1 to Park National Corporation’s Current
Report on Form 8-K dated December 8, 2010 and filed on December 8, 2010 at
9:06 a.m., Eastern Time (File No.
1-13006)).
|
6