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): March 20, 2015
 
 
Horizon Bancorp
(Exact Name of Registrant as Specified in Its Charter)
 
     
Indiana
000-10792
35-1562417
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
   
515 Franklin Square, Michigan City, Indiana
46360
(Address of Principal Executive Offices)
(Zip Code)
 
(219) 879-0211
(Registrant’s Telephone Number, Including Area Code)
 
 
N/A
(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 (see General Instruction A.2. below):

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 20, 2015, the Board of Directors of Horizon Bancorp, an Indiana corporation (the “Company” or “Horizon”), amended the Company’s Amended and Restated Bylaws (the “Bylaws”) to allow the Board of Directors to set the date of the annual meeting of shareholders for any time during the year, as permitted under Indiana law.  The Bylaws previously provided that the annual meeting of shareholders must be held before the last day of May each year.
The foregoing Bylaws amendment became effective on the date of its adoption.  The above description of the Bylaws amendment is not complete and is qualified in its entirety by reference to the full text of the Bylaws amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 8.01 Other Events
On March 20, 2015, Horizon Bancorp (“Horizon”) issued a press release announcing that it plans to hold its 2015 Annual Meeting of Shareholders on Monday, June 22, 2015.  The record date for determining shareholders of record entitled to vote at the meeting is May 11, 2015.  The date of the 2015 annual meeting will be more than 30 days after the anniversary date of the 2014 annual meeting.  Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, shareholders may present proposals for inclusion in Horizon’s proxy statement a reasonable time before Horizon begins to print and send its proxy materials.  Horizon’s Board of Directors has set April 19, 2015 as the deadline for receipt of shareholder proposals pursuant to Rule 14a-8.  In order for a proposal under Rule 14a-8 to be considered timely, it must be received by Horizon on or prior to April 19, 2015 and be addressed to Horizon’s Secretary at 515 Franklin Square, Michigan City, Indiana 46360.  All shareholder proposals must be in compliance with applicable laws and regulations in order to be considered for inclusion in the proxy statement for the 2015 annual meeting.
A copy of the above-referenced press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act giving Horizon’s expectations or predictions of future financial or business performance or conditions.  Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions.  These forward-looking statements are subject to numerous assumptions, risks, and uncertainties which change over time.  Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements.
In addition to factors previously disclosed in Horizon’s reports filed with the SEC, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the previously announced proposed merger transaction between Peoples Bancorp (“Peoples”) and Horizon (the “Merger”), including approval by Horizon’s and Peoples’ shareholders, on the expected terms and schedule; delay in closing the Merger; difficulties and delays in integrating Horizon’s and Peoples’ businesses or fully realizing cost savings and other benefits; business disruption following the Merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of Horizon’s products and services; customer borrowing, repayment, investment, and deposit practices; customer disintermediation; the introduction, withdrawal, success, and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions, and divestitures; economic conditions; and the impact, extent, and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms, including those associated with the Dodd-Frank Wall Street Reform and Consumer Protection Act.


Additional Information for Shareholders
In connection with the proposed Merger, Horizon will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of Peoples and Horizon as well as a Prospectus of Horizon, as well as other relevant documents concerning the proposed transaction.  SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
The joint proxy statement/prospectus and other relevant materials (when they become available), and any other documents Horizon has filed with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov.  In addition, investors and security holders may obtain free copies of the documents Horizon has filed with the SEC by contacting Dona Lucker, Shareholder Relations Officer, 515 Franklin Square, Michigan City, Indiana 46360, telephone: (219) 874-9272, or on Horizon’s website at www.horizonbank.com, under the tab “About Us” and then under the heading “Investor Relations” and then “SEC Filings”.  The information available through Horizon’s website is not and shall not be deemed part of this report or incorporated by reference into other filings Horizon makes with the SEC.  This report does not constitute an offer of any securities for sale.
Horizon, Peoples and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Horizon’s and Peoples’ shareholders in connection with the proposed Merger under the rules of the SEC.  Information about the directors and executive officers of Horizon is set forth in the proxy statement for Horizon’s 2014 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 21, 2014.  Free copies of this document may be obtained as described in the preceding paragraph.  Additional information regarding the interests of these participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed Merger when it becomes available. 
Item 9.01 Financial Statements and Exhibits
 
 
(d) Exhibits
   
 
Exhibit No.
 
Description
 
3.1
 
Amendment to the Amended and Restated Bylaws of Horizon Bancorp
 
 
99.1
 
Press Release dated March 20, 2015
 





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 hereto duly authorized.
Date: March 20, 2015
Horizon Bancorp
     
     
 
By:
/s/ Mark E. Secor
   
Mark E. Secor,
Executive Vice President and Chief Financial Officer

EXHIBIT INDEX
 
   
Exhibit No.
 
Description
3.1
 
Amendment to the Amended and Restated Bylaws of Horizon Bancorp
 
99.1
 
Press Release dated March 20, 2015
 



EXHIBIT 3.1

AMENDMENT TO
AMENDED AND RESTATED BYLAWS OF
HORIZON BANCORP

Resolved, that Section 4.2 of the Bylaws of the Corporation is hereby amended as follows:

“Section 4.2 Annual Meeting. The shareholders of the Corporation shall meet at least once each year. The annual meeting of the shareholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held on the date and time to be set by the Board of Directors of the Corporation. Failure to hold the annual meeting at the designated date and time shall not work any forfeiture or a dissolution of the Corporation and shall not affect the otherwise valid corporate acts.”
 
Dated: March 20, 2015
By:
/s/ James D. Neff
   
Secretary


Exhibit 99.1
 
Filed by Horizon Bancorp pursuant to
Rule 425 under the Securities Act of 1933 and deemed filed pursuant to
Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Horizon Bancorp
Commission File No. 000-10792





Contact: Mark E. Secor
Chief Financial Officer
Phone: (219) 873-2611
Fax: (219) 874-9280
Date: March 20, 2015

FOR IMMEDIATE RELEASE

Horizon Bancorp Announces Date of Annual Shareholders Meeting

Michigan City, IN (March 20, 2015) – Horizon Bancorp (NASDAQ GM: HBNC, “Horizon” or the “Company”) today announced that it plans to hold its 2015 Annual Meeting of Shareholders on Monday, June 22, 2015.  The record date for determining shareholders of record entitled to vote at the meeting is May 11, 2015.  Obtaining the approval of Horizon’s shareholders for the previously announced and pending merger (the “Merger”) of Peoples Bancorp with Horizon, including the issuance of shares of Horizon’s common stock in the Merger, is a condition to the closing of the Merger.  Holding the Company’s Annual Meeting in June (which is normally held in May) will permit matters requiring the approval of the Company’s shareholders that are related to the Merger to be considered at the Annual Meeting, and thereby avoid the need to have two separate shareholders’ meetings.
Rule 14a-8 Shareholder Proposal Deadline
The date of the 2015 Annual Meeting will be more than 30 days after the anniversary date of the 2014 Annual Meeting.  Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, shareholders may present proposals for inclusion in Horizon’s proxy statement for the 2015 Annual Meeting by submitting their proposals a reasonable time before Horizon begins to print and send its proxy materials.  Horizon’s Board of Directors has set April 19, 2015 as the deadline for receipt of shareholder proposals pursuant to Rule 14a-8.  In order for a proposal under Rule 14a-8 to be considered timely, it must be received by Horizon on or prior to April 19, 2015 and be addressed to Horizon’s Secretary at 515 Franklin Square, Michigan City, Indiana 46360.  All shareholder proposals must be in compliance with applicable laws and regulations in order to be considered for inclusion in the proxy statement for the 2015 Annual Meeting.
About Horizon Bancorp
Horizon Bancorp is a locally owned, independent, commercial bank holding company serving northern and central Indiana and southwest and central Michigan through its commercial banking subsidiary Horizon Bank, NA.  Horizon also offers mortgage-banking services throughout the Midwest.  Horizon Bancorp may be reached online at www.horizonbank.com.  Its common stock is traded on the NASDAQ Global Market under the symbol HBNC.



Additional Information
In connection with the proposed Merger, Horizon will file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that will include a Joint Proxy Statement of Peoples Bancorp (“Peoples”) and Horizon and a Prospectus of Horizon, as well as other relevant documents concerning the proposed transaction.  Shareholders and investors are urged to read the registration statement and the joint proxy statement/prospectus regarding the Merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information.  This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.
The joint proxy statement/prospectus and other relevant materials (when they become available), and any other documents Horizon has filed with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov.  In addition, investors and security holders may obtain free copies of the documents Horizon has filed with the SEC by contacting Dona Lucker, Shareholder Relations Officer, 515 Franklin Square, Michigan City, Indiana 46360, telephone: (219) 874-9272 or on Horizon’s website at www.horizonbank.com under the tab “About Us”, then “Investor Relations” and then under the heading “Information Request”.
Participants in this Transaction
Horizon, Peoples and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed merger under the rules of the SEC.  Information about the directors and executive officers of Horizon is set forth in the proxy statement for Horizon’s 2014 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 21, 2014.  Free copies of this document may be obtained as described in the preceding paragraph.  Additional information regarding the interests of these participants and any other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed merger when it becomes available.
Forward Looking Statements
This press release may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of Horizon.  For these statements, Horizon claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.  Statements in this press release should be considered in conjunction with the other information available about Horizon, including the information in the filings we make with the Securities and Exchange Commission.  Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance.  The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties.  We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance.
Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements.  Risks and uncertainties that could cause actual results to differ materially include risk factors relating to the banking industry and the other factors detailed from time to time in Horizon’s reports filed with the Securities and Exchange Commission, including those described in “Item 1A Risk Factors” of Part I of Horizon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.  Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof.  Horizon does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.
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