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 31,
2009
RURBAN
FINANCIAL
CORP.
(Exact
name of registrant as specified in its charter)
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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))
Item 8.01 – Other
Events.
On
December 31, 2009, Rurbanc Data Services, Inc. (“RDSI”), a wholly-owned
subsidiary of Rurban Financial Corp. (“Rurban”), filed a Form 10 Registration
Statement with the Securities and Exchange Commission (the “SEC”) for
registration of RDSI’s common shares under Section 12(g) of the Securities
Exchange Act of 1934, as amended. The Form 10 Registration Statement
includes, as Exhibit 99.1 thereto, a preliminary copy (subject to completion) of
the combined (a) information statement of Rurban relating to the contemplated
spin-off of RDSI and (b) proxy statement for the special meeting of the
shareholders of New Core Holdings, Inc. (“New Core”) at which the shareholders
of New Core will vote on the Agreement and Plan of Merger, dated as of April 25,
2009 and amended as of December 29, 2009 (the “Merger Agreement”), by and among
RDSI, NC Merger Corp. and New Core, and the merger of NC Merger Corp. with and
into New Core.
As
previously announced, the contemplated spin-off of RDSI would be effected
through a dividend of the common shares of RDSI to the shareholders of Rurban,
resulting in RDSI becoming a separate and independent public
company. It is anticipated that the previously-announced merger
of RDSI and New Core will be completed immediately following the contemplated
spin-off of RDSI.
Rurban
currently anticipates that the spin-off would be completed in the first quarter
of 2010, subject to the satisfaction of a number of conditions. The
conditions include final approval by the Rurban Board of Directors of the
spin-off and its terms, the Form 10 Registration Statement becoming effective
under applicable SEC laws and regulations, the successful conversion of The
State Bank and Trust Company, Rurban’s banking subsidiary, to New Core’s Single
Source™ software, and the satisfaction of the conditions to the merger among
RDSI, NC Merger Corp. and New Core under the terms of the Merger
Agreement.
Additional
Information
The Form
10 Registration Statement filed by RDSI with the SEC on December 31, 2009,
including the information statement/proxy statement filed as Exhibit 99.1
thereto, contains important information about Rurban, RDSI, New Core and the
contemplated spin-off of RDSI from Rurban and the merger of RDSI and New
Core. WE URGE INVESTORS AND RURBAN AND NEW CORE SHAREHOLDERS TO READ
CAREFULLY THE FORM 10 REGISTRATION STATEMENT, THE INFORMATION STATEMENT/PROXY
STATEMENT INCLUDED AS EXHIBIT 99.1 THERETO, AND ANY AND ALL OTHER DOCUMENTS
FILED BY RDSI WITH THE SEC, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS ALSO FILED
WITH THE SEC. NEW CORE SHAREHOLDERS IN PARTICULAR SHOULD READ THE
INFORMATION STATEMENT/PROXY STATEMENT CAREFULLY BEFORE MAKING A DECISION
CONCERNING THE MERGER TRANSACTION. Investors and shareholders may
obtain a free copy of the Form 10 Registration Statement and the information
statement/proxy statement — along with other filings containing information
about Rurban, RDSI, New Core and the contemplated spin-off of RDSI from Rurban
and the merger of RDSI and New Core — at the SEC’s website at
http://www.sec.gov. Copies of the Form 10 Registration
Statement, including the information statement/proxy statement and any other
exhibits and filings with the SEC incorporated by reference in such document,
can also be obtained free of charge by directing a request to Rurban Financial
Corp., 401 Clinton Street, Defiance, Ohio 43512; Attention: Ms. Valda Colbart,
Investor Relations Officer; Telephone: (419) 784-2759.
This
communication shall not constitute an offer to sell or the solicitation of an
offer to buy any securities nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation, or sale is unlawful before
registration or qualification of the securities under the securities laws of the
jurisdiction. The RDSI common shares to be issued to shareholders of
New Core in the merger will not be registered under the Securities Act of 1933,
as amended, in reliance upon an applicable exemption from registration
requirements. As a result, the RDSI common shares issued to
shareholders of New Core in the merger may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.
Item 9.01 – Financial
Statements and Exhibits.
(a) Not
Applicable
(b) Not
Applicable
(c) Not
Applicable
(d) Exhibits
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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 April 25, 2009, by and among Rurbanc Data
Services, Inc., NC Merger Corp. and New Core Holdings, Inc. (incorporated
herein by reference to Exhibit 2.1 to the Form 10 Registration Statement
filed by Rurbanc Data Services, Inc. on December 31, 2009 (the “RDSI Form
10”)).
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2.2
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First
Amendment to Agreement and Plan of Merger, dated as of December 29, 2009,
by and among Rurbanc Data Services, Inc., NC Merger Corp. and New Core
Holdings, Inc. (incorporated herein by reference to Exhibit 2.2 to the
RDSI Form 10).
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99.1
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Information
Statement of Rurban Financial Corp./Proxy Statement of New Core Holdings,
Inc. dated as of December 31, 2009 (subject to completion) (incorporated
herein by reference to Exhibit 99.1 to the RDSI Form
10).
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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: December
31, 2009
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By:
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/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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