Unassociated Document
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) September 30, 2009
FIRST SAVINGS FINANCIAL
GROUP, INC.
(Exact
name of registrant as specified in its charter)
Indiana
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001-34155
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37-1567871
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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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501 East Lewis & Clark
Parkway, Clarksville, Indiana 47129
(Address
of principal executive offices) (Zip Code)
(812)
283-0724
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.01.
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Completion of
Acquisition of Assets.
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Effective September 30, 2009, First
Savings Bank, F.S.B. (the “Bank”), the wholly owned subsidiary of First Savings
Financial Group, Inc. (the “Company”), completed its acquisition of Community
First Bank, Corydon, Indiana (“CFB”) pursuant to the previously reported
Agreement and Plan of Reorganization, dated as of April 28, 2009 (the
“Reorganization Agreement”). The Bank paid $17.13 in cash for each
outstanding share of common stock of CFB for total consideration of
approximately $20.5 million.
For further information, reference is
made to the Reorganization Agreement and to the press release dated September
30, 2009, announcing the completion of the acquisition, which are included as
Exhibits 2.1 and 99.1, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
Item
5.02.
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensation Arrangements of Certain
Officers
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Effective upon the acquisition of CFB
on September 30, 2009, the Company appointed Samuel E. Eckart, Vaughn K.
Timberlake and Frank N. Czeschin, each a former director of CFB, to the
Company’s Board of Directors in accordance with the terms of the Reorganization
Agreement. Mr. Eckart was also appointed to the Bank’s Board of
Directors. Mr. Czeschin is expected to be appointed to the Audit
Committee of the Company’s Board of Directors. Messrs. Eckart and
Timberlake have not been named to any committee of the Company’s Board of
Directors. Except as discussed below, there are no transactions since
the beginning of the Company’s last fiscal year, or any currently proposed
transaction, in which the Company was or is to be a participant and the amount
involved exceeds $120,000, and in which either of these individuals had or will
have a direct or indirect material interest.
Item
9.01.
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Financial
Statements and Exhibits.
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a.
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Financial
statements of businesses acquired.
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The Company will provide the financial
statements of CFB required by paragraph (a) of Item 9.01 of Form 8-K on a Form
8-K/A within 71 days of the date that this initial report on Form 8-K is
required to be filed.
b.
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Pro
forma financial information.
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The Company will provide the pro forma
information required by paragraph (b) of Item 9.01 of Form 8-K on a Form 8-K/A
within 71 days of the date that this initial report on Form 8-K is required to
be filed.
c.
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Shell
company transactions.
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Not applicable.
Exhibit
Number
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Description
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2.1
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Agreement
and Plan of Reorganization, dated April 28, 2009, among First Savings
Financial Group, Inc., First Savings Bank, F.S.B., First Savings Interim
Bank, F.S.B., Community First Financial Group, Inc. and Community First
Bank (Incorporated by reference to the Current Report on Form 8-K filed on
May 4, 2009)
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99.1
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Press
release dated September 30, 2009.
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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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FIRST SAVINGS FINANCIAL
GROUP, INC. |
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Date: October
2, 2009
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By:
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/s/ Larry W. Myers |
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Name: |
Larry W.
Myers |
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Title: |
President
and Chief Executive Officer |
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