UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 17, 2009 (December
1, 2008)
RURBAN
FINANCIAL
CORP.
(Exact
name of registrant as specified in its charter)
Ohio
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0-13507
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34-1395608
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(State
or other jurisdiction
of
incorporation or organization)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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401 Clinton Street,
Defiance, Ohio 43512
(Address
of principal executive offices) (Zip Code)
(419)
783-8950
(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))
EXPLANATORY
NOTE
On
December 5, 2008, Rurban Financial Corp. (“Rurban”) filed a Current Report on
Form 8-K to report the completion of Rurban’s acquisition of NBM Bancorp,
Incorporated (“NBM Bancorp”) and its wholly-owned subsidiary, National Bank of
Montpelier (the “NBM Acquisition”). In accordance with Item 9.01(a)
and (b) of Form 8-K, Rurban stated in the December 5, 2008 Form 8-K that it
would file the financial statements and pro forma financial information called
for by those Items by amendment to the December 5, 2008 Form 8-K within 71
calendar days. Rurban has subsequently determined that none of the
financial statements or pro forma financial information called for by Item
9.01(a) and (b) of Form 8-K is required to be filed with respect to the NBM
Acquisition because the NBM Acquisition does not satisfy the applicable
thresholds under Rule 3-05(b)(2) of Regulation S-X (or Rule 8-04(b) of
Regulation S-X). This Form 8-K/A (Amendment No. 1) is being filed to
amend Item 9.01(a) and (b) of the December 5, 2008 Form 8-K
accordingly.
Item 2.01. – Completion of
Acquisition or Disposition of Assets.
On
December 1, 2008, Rurban completed the acquisition of NBM Bancorp and its
wholly-owned subsidiary, National Bank of Montpelier, headquartered in
Montpelier, Ohio, pursuant to the terms of the Agreement and Plan of Merger
dated as of May 22, 2008 (the “Merger Agreement”). As contemplated by
the Merger Agreement, the acquisition was effected through the merger of Rurban
Merger Corp., a newly-formed subsidiary of Rurban, into NBM Bancorp, immediately
followed by the merger of the surviving corporation into Rurban.
Following
the completion of the merger transactions described above, National Bank of
Montpelier was merged into The State Bank and Trust Company (“State Bank”), a
wholly-owned subsidiary of Rurban, effective as of December 1,
2008. As a result of this merger, the five banking offices of
National Bank of Montpelier, located in Williams County, Ohio, became banking
offices of State Bank. At September, 30, 2008, National Bank of
Montpelier had total assets of $106.3 million, loans of $45.7 million and
deposits of $87.8 million.
As a
result of the merger and in accordance with the terms of the Merger Agreement,
each of the shares of common stock of NBM Bancorp outstanding at the time of the
merger was converted into the right to receive $113.98 in cash. NBM
Bancorp had 219,334 shares of common stock outstanding at the time of the
merger, which will result in the payment by Rurban of approximately $25 million
in aggregate cash consideration to the shareholders of NBM Bancorp in the
merger.
Rurban
issued a news release on December 1, 2008, announcing the closing of the
acquisition of NBM Bancorp and National Bank of Montpelier. A copy of
the news release is included with this Current Report on Form 8-K as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(a)
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Financial
Statements of Business Acquired.
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None
Required.
(b)
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Pro
Forma Financial Information.
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None
Required.
(c)
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Shell
Company Transactions.
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Not
Applicable.
Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger, dated as of May 22, 2008, by and among Rurban
Financial Corp., Rurban Merger Corp. and NBM Bancorp, Incorporated
(incorporated herein by reference to Exhibit 2.1 to the Current Report on
Form 8-K of Rurban Financial Corp. filed on May 23, 2008 (File No.
0-13507))
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99.1
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News
release issued by Rurban Financial Corp. on December 1, 2008 (previously
filed as Exhibit 99.1 to the Current Report on Form 8-K filed by Rurban
Financial Corp. on December 5, 2008 (File No.
0-13507))
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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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RURBAN
FINANCIAL CORP.
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Dated:
February 17, 2009
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By:
/s/ Duane L.
Sinn
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Duane
L. Sinn
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Executive
Vice President and Chief Financial
Officer
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Current
Report on Form 8-K/A
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Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger, dated as of May 22, 2008, by and among Rurban
Financial Corp., Rurban Merger Corp. and NBM Bancorp, Incorporated
(incorporated herein by reference to Exhibit 2.1 to the Current Report on
Form 8-K of Rurban Financial Corp. filed on May 23, 2008 (File No.
0-13507))
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99.1
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News
release issued by Rurban Financial Corp. on December 1, 2008 (previously
filed as Exhibit 99.1 to the Current Report on Form 8-K filed by Rurban
Financial Corp. on December 5, 2008 (File No.
0-13507))
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