Current Report Filing (8-k)
October 01 2019 - 09:03AM
Edgar (US Regulatory)
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): October 1, 2019 (October 1, 2019)
CITIZENS HOLDING COMPANY
(Exact name of registrant as specified in charter)
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Mississippi
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001-15375
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64-0666512
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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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521 Main Street, Philadelphia Mississippi
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39350
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(Address of Principal Executive Offices)
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(Zip Code)
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(601) 656-4692
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.20 par value
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CIZN
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NASDAQ Global Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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Effective October 1, 2019, pursuant to the Agreement and Plan of Merger, dated May 21, 2019 (the Merger Agreement), by
and among Citizens Holding Company (Citizens), The Citizens Bank of Philadelphia, a Mississippi banking corporation and wholly-owned subsidiary of Citizens (Citizens Bank) and Charter Bank, a Mississippi banking corporation
(Charter), Charter merged with and into Citizens Bank (the Merger), with Citizens Bank as the surviving corporation in the Merger.
Under the terms and conditions of the Merger Agreement, at the effective time of the Merger (the Effective Time), each share of
Charter common stock was converted into the right to receive $3.615 in cash and 0.39417 shares of Citizens common stock (the Citizens Common Stock). In the aggregate, the Merger consideration is valued at approximately
$20 million and will consist of cash and 666,206 shares of Citizens Common Stock. Each share of Citizens Common Stock issued and outstanding immediately prior to the Effective Time remained issued and outstanding and was unaffected by the
Merger.
Citizens filed a registration statement on Form S-4 (Reg.
No. 333-232698) with the Securities and Exchange Commission (SEC), which provides substantial additional information concerning the Merger Agreement and the Merger, among other things. That
registration statement, its exhibits and amendments, and a definitive proxy statement/prospectus dated July 30, 2019 (the Prospectus), all are available on the SECs public website www.sec.gov. Except to the extent expressly
mentioned in this Current Report on Form 8-K (this Report), those documents are not incorporated into this Report.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference
to the Merger Agreement, which was filed as Exhibit 2.1 to Citizens Current Report on Form 8-K filed on May 21, 2019 and is incorporated by reference herein.
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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(d) Election of Director
Election to Boards. In accordance with the Merger Agreement and in connection with the completion of the Merger, Gregory E. Cronin was
appointed to the Board of Directors (Board) of Citizens and to the board of directors of Citizens Bank, effective October 1, 2019. Mr. Cronin was named a Class I director and is expected to stand for re-election to the Board by Citizens shareholders at the 2021 annual meeting.
Independence. Mr. Cronin, who became an officer of Citizens and Citizens Bank following the Merger, is not independent under
Nasdaq listing standards.
Background of Gregory E. Cronin. Gregory E. Cronin, 56, is the former President and Chief Executive
Officer of Charter, which he helped organize in 2007, and currently serves as the Gulf Coast President for Citizens and Citizens Bank. Prior to organizing Charter, Mr. Cronin was employed as the Chief Executive Officer of the South Mississippi
market for SouthTrust Bank from 2004 to 2007. With over thirty years of experience in the banking industry, Mr. Cronin will provide the board of directors of Citizens and Citizens Bank with a deep knowledge of the Mississippi Gulf Coast
geographic market, and the variety of financial products and services needed by Charters customers.
Election
Arrangement. In the Merger Agreement, Citizens agreed to increase size of the board of Citizens and Citizens Bank by one person and to fill such vacancies with a former member of the Charter board of directors. Mr. Cronin was selected
by the Board to serve in these roles.
Committee Assignments. Mr. Cronin has not been appointed to any committee of the
Board at this time.
Transactions. Mr. Cronin was not appointed as a director pursuant to any arrangement or
understanding with any person other than as noted above, and is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K. Notwithstanding the
foregoing, Mr. Cronin will serve as the Gulf Coast President of Citizens and Citizens Bank following the completion of the Merger, and will be compensated as an officer and employee of such entities.
Compensation. Mr. Cronin will be compensated on the same basis as all other
members of the Board, as described under How are directors compensated? in Citizens Proxy Statement for its 2019 Annual Meeting of Shareholders filed with the SEC on March 18, 2019.
Item 7.01.
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Regulation FD Disclosure.
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Citizens and Charter issued a joint press release on October 1, 2019, to announce the completion of the Merger, a copy of which press release is furnished
as Exhibit 99.1 to this Report and incorporated herein by reference.
In accordance with General Instruction B.2 of Form
8-K, the information in Item 7.01 of this Report, including Exhibit 99.1 hereto, which is furnished herewith pursuant to and relate to Item 7.01, shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise be subject to the liabilities of Section 18 of the Exchange Act. The information in Item 7.01 of this Report and Exhibit 99.1 hereto
shall not be incorporated by reference into any filing or other document filed by Citizens with the SEC pursuant to the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, or the rules and
regulations of the SEC thereunder, except as shall be expressly set forth by specific reference in such filing or document.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Furnished to the SEC herewith as an exhibit relating to information furnished to the SEC under Item 7.01 of Form 8-K.
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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.
Date: October 1, 2019
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CITIZENS HOLDING COMPANY
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By:
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/s/ Robert T. Smith
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Robert T. Smith
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Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)
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