Attached files
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| EX-3.1 - Manasota Group, Inc. | v226474_ex3-1.htm |
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
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Date of Report (Date of earliest event reported
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June 15, 2011
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Horizon Bancorporation, Inc.
(Exact name of Registrant as specified in its charter)
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Florida
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333-71773
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65-0840565
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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2506 64th Street Court East; Bradenton, Florida 34208
(Address of principal executive offices)
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(941) 745-2101
(Registrant's telephone number, including area code)
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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:
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o
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Written communication 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 133-4(c) under the Exchange Act (17 CFR 240.13e.4(c))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year
At the 2011 Annual Meeting, which took place on June 15, 2011, the shareholders adopted the Fourth Amended and Restated Articles of Incorporation of Horizon Bancorporation, Inc. (the “Company”) to (i) change the Company’s name to Manasota Group, Inc., (ii) eliminate the designation of Series A Preferred Stock, (iii) eliminate staggered terms for directors and (iv) eliminate the provision which did not allow for the taking of shareholder action by written consent where it would otherwise be allowed under Florida law.
The Company’s Fourth Amended and Restated Articles of Incorporation reflecting the foregoing amendments were filed with the Secretary of State of the State of Florida on June 17, 2011. The foregoing description of the Fourth Amended and Restated Articles of Incorporation is not complete and is qualified in its entirety by reference to its full text, a copy of which is filed herewith as Exhibit 3.1 to this report and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting, our shareholders: (i) elected the persons listed below to serve as directors for a term of one year, expiring at the 2012 Annual Meeting of Shareholders and until their successors are duly elected and qualified; (ii) adopted the Fourth Amended and Restated Articles of Incorporation and (iii) ratified the appointment of Francis & Company, CPAs as our independent registered public accounting firm to audit the financial statements for our 2011 fiscal year.
Set forth below are the voting results for these proposals:
Proposal 1: To adopt the Fourth Amended and Restated Articles of Incorporation:
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For
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Against
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Abstain
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Broker Non-
Votes
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892,664
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2,750
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2,000
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524,413
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Proposal 2: The election of six directors for a one-year term expiring at the 2012 Annual Shareholders Meeting:
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For
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Withheld
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Broker Non-
Votes
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Charles S. Conoley
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895,564
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1,850
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524,413
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Michael S. Glasgow
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895,564
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3,350
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524,413
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Barclay Kirkland, D.D.S.
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895,564
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1,750
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524,413
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C. Donald Miller, Jr.
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895,564
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1,750
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524,413
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Bruce E. Shackelford
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895,564
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1,750
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524,413
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Clarence R. Urban
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895,564
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1,750
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524,413
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Proposal 3: To ratify the appointment of Francis & Co., CPA's as our independent registered public accounting firm to audit the financial statement for our 2011 fiscal year.
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For
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Against
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Abstain
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1,390,330
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750
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2,000
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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3.1
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Fourth Amended and Restated Articles of Incorporation of Horizon Bancorporation, Inc., dated June 15, 2011.
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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.
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Horizon Bancorporation, Inc.
Registrant
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Date: June 17, 2010
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By:
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/s/ Charles S. Conoley
Charles S. Conoley
President and Chief Executive Officer
(Principal Executive Officer)
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EXHIBIT INDEX
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Exhibit
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No.
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Description
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3.1
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Fourth Amended and Restated Articles of Incorporation of Horizon Bancorporation, Inc., dated June 15, 2011.
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