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| PNBI > SEC Filings for PNBI > Form 8-K on 2-Jul-2012 | All Recent SEC Filings |
2-Jul-2012
Entry into a Material Definitive Agreement, Creation of a Direct Financ
On June 28, 2012, Pioneer Bankshares, Inc. (the "Company") executed two separate Stock Purchase Agreements relating to the repurchase of the Company's common stock. One agreement was entered into between the Company and Richard T. Spurzem with respect to 90,220 shares at a per share purchase price of $19.95; the other agreement was entered into between the Company and Sandbox, LLC, a company affiliated with Mr. Spurzem, with respect to 400 shares at a per share purchase price of $19.95. The aggregate purchase price for the shares will be $1,807,869 and is to be funded with a cash payout. Pursuant to the terms of the agreements, the Company anticipates the stock repurchase transactions to be completed on July 20, 2012. The Company intends to retire all such shares.
The foregoing summary of the Stock Purchase Agreements is qualified by reference to the full text of the Stock Purchase Agreements, which are included as Exhibits 10.1 and 10.2 to this report and incorporated herein by reference.
In conjunction with the Stock Purchase Agreements described in Item 1.01 in this report, on June 29, 2012, the Company executed an agreement with Stephen Williams pursuant to which Mr. Williams has agreed to loan the Company $2,000,000 at an interest rate of 4% per year. The loan will be evidenced by a promissory note to be made by the Company to Mr. Williams. The Company will pay all accrued interest on such note monthly, quarterly or annually as determined by Mr. Williams, and shall make principal payments of $400,000 on an annual basis. The loan is to be paid in full in five years and may not be prepaid without the consent of Mr. Williams. The funding of the loan and the issuance of the promissory note will be on a date no later than July 31, 2012.
The foregoing summary of the loan agreement with Mr. Williams is qualified by reference to the full text of the agreement, which is included as Exhibit 10.3 to this report and incorporated herein by reference.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit
No. Description of Exhibit
10.1 Stock Purchase Agreement 1 executed on June 28, 2012.
10.2 Stock Purchase Agreement 2 executed on June 28, 2012.
10.3 Loan Agreement dated June 29, 2012.
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