UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) August 10, 2004
-------------------------------
North Country Financial Corporation
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Michigan 0-20167 38-2062816
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
130 South Cedar Street, Manistique, Michigan 49854
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (800) 200-7032
-----------------------------
N/A
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
North Country Financial Corporation ("North Country") has entered into
a Stock Purchase Agreement dated August 10, 2004 with NCFC Recapitalization, LLC
("NCFC Recapitalization"). The Stock Purchase Agreement provides for North
Country to issue additional common shares in a private placement to raise $30
million in gross proceeds, which will, upon consummation of all the transactions
contemplated by the Stock Purchase Agreement, result in a change in control of
North Country. North Country had 7,019,152 common shares outstanding on August
10, 2004. The Stock Purchase Agreement provides a formula under which at least
39,775,195 additional North Country common shares will be issued in the private
placement offering. The completion of the private placement offering is subject
to numerous conditions under the Stock Purchase Agreement, including, among
others, the following: (A) shareholder approval of (i) the issuance of the
additional common shares, (ii) an increase in common shares authorized for
issuance from 18,000,000 to 85,000,000, (iii) a new name for North Country, (iv)
an increase in the number of common shares available for stock option grants,
and (v) a reconstituted board with no more than three current directors
continuing to serve; (B) NCFC Recapitalization's continuing review of North
Country; and (C) receipt of subscriptions for $30 million of North Country
common shares.
North Country issued a press release on August 11, 2004, announcing its
planned private placement and execution of the Stock Purchase Agreement.
Prior to execution of the Stock Purchase Agreement, North Country
executed the Amendment to Rights Agreement filed herewith.
The common shares will be offered pursuant to an exemption from the
registration requirements of the Securities Act of 1933 and applicable state
securities laws.
North Country will be filing a proxy statement with the Securities and
Exchange Commission ("SEC") in connection with its solicitation of the
shareholder approvals described above. WE URGE STOCKHOLDERS TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain the documents
free of charge at the SEC's website, www.sec.gov. In addition documents filed
with the SEC by North Country will be available free of charge from its
Corporate Secretary at 130 South Cedar Street, Manistique, Michigan 49854,
telephone (800) 200-7032.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Description
10.1 Amendment to Rights Agreement by and between North
Country and Registrar and Transfer Company, dated August
9, 2004
10.2 Stock Purchase Agreement by and between North Country
and NCFC Recapitalization, LLC, dated August 10, 2004
99 Press Release dated August 11, 2004
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.
Dated: August 13, 2004 North Country Financial Corporation
By: /s/ Ernie R. Krueger
---------------------------
Ernie R. Krueger
Vice President & Controller
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
10.1 Amendment to Rights Agreement by and between North Country and
Registrar and Transfer Company, dated August 9, 2004
10.2 Stock Purchase Agreement by and between North Country and NCFC
Recapitalization, LLC, dated August 10, 2004
99 Press Release dated August 11, 2004