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| RIVR > SEC Filings for RIVR > Form 8-K on 18-Mar-2009 | All Recent SEC Filings |
18-Mar-2009
Material Modification to Rights of Security Holders, Amendments to Articles
On March 13, 2009, River Valley Bancorp (the "Company") filed Articles of Amendment to Articles of Incorporation with the Indiana Secretary of State which became effective upon filing (the "Amendment"). The Board of Directors proposed the Amendment in December 2008, and the shareholders approved the Amendment at a Special Meeting of Shareholders held on March 10, 2009.
The Amendment amended and restated Section 11.01, Article 11, of the Articles to clarify and limit its application to the Company's common stock. Section 11.01 formerly provided for limitations on acquiring beneficial ownership of more than 10% of any class of equity security. The Company believed that application of this provision to classes of shares other than its common stock could eliminate the Company's flexibility to issue future classes or series of its already-authorized preferred stock to a single shareholder or investor. As amended by the Amendment, Section 11.01 applies only to the direct or indirect acquisition of, or offer to acquire, beneficial ownership of more than 10% of any class of common stock of the Corporation. Accordingly, the Company retains more flexibility for issuing shares of preferred stock in the future in the event it is in the Company's best interests to do so.
This summary is qualified in its entirety by reference to the text of the amendment to the Articles of Incorporation of the Company attached hereto as Exhibit 4.1.
As described in Item 3.03, the Company amended its Articles of Incorporation effective March 13, 2009. The proposal for the amendment was described in a definitive proxy statement filed by the Company with the Securities and Exchange Commission on February 11, 2009. A copy of the text of the amendment to the Articles of Incorporation of the Company is attached hereto as Exhibit 4.1. A complete copy of the Articles of Incorporation, as amended and restated, is available as Exhibit 3(1) to the Company's Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on March 18, 2009.
On March 17, 2009, the Company issued a press release announcing that the Board of Directors had declared a cash dividend of $.021 per common share for the quarter ending March 31, 2009. The dividend is payable April 10, 2009, to shareholders of record on March 27, 2009. The press release is attached hereto as Exhibit 99.1.
(d) Exhibits
4.1 Text of Amendment to Articles of Incorporation which became effective on
March 13, 2009
99.1 Press Release dated March 17, 2009
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