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| CFBK > SEC Filings for CFBK > Form 8-K on 1-Oct-2012 | All Recent SEC Filings |
1-Oct-2012
Termination of a Material Definitive Agreement, Financial Statements and Exh
On September 26, 2012, the registrant issued a press release announcing the redemption of its TARP Securities (defined below).
On September 12, 2012, the Company entered into a Securities Purchase Agreement by and between the United States Department of the Treasury (the "Treasury") and Central Federal Corporation (the "Agreement"). The Agreement allowed the Company to redeem the Preferred Stock and Warrant held by the Treasury and forgive all accrued but unpaid dividends on the Preferred Stock issued in connection with the Troubled Asset Relief Program ("TARP") Capital Purchase Program (together, the "TARP Securities") for a total payment of $3.0 million. Redemption of the TARP Securities was contingent on the Company raising gross proceeds of $22.5 million from its common stock offering and was subject to regulatory approval from the Office of the Comptroller of the Currency (the "OCC") and the Federal Reserve Bank of Cleveland (the "Fed"). Gross proceeds from the stock offering completed on August 20, 2012 totaled $22.5 million and regulatory approval was received from the OCC and the Fed. The redemption of the TARP Securities was completed on September 26, 2012.
The Agreement is included as Exhibit 10.1 to this Report on Form 8-K. The foregoing summary of certain provisions of these documents is qualified in its entirety by reference to the Agreement.
On December 5, 2008, the Company issued $7,225,000 of preferred stock and a warrant to purchase common stock to the Treasury under the TARP Capital Purchase Program pursuant to a Letter Agreement, dated December 5, 2008, including Securities Purchase Agreement - Standard Terms, between the Company and the Treasury. The Company issued and sold (1) 7,225 shares of Fixed Rate Cumulative Perpetual Preferred Stock Series A, liquidation preference of $1,000 per share (the "Preferred Stock"), and (2) a ten-year warrant (the "Warrant") to purchase up to 67,314 shares of the Company's common stock at an exercise price of $16.10 per share. Cumulative dividends on the Preferred Stock accrued on the liquidation preference at a rate of 5% per annum for the first five years, with an increase to a rate of 9% per annum thereafter. The Preferred Stock, Warrant and all accrued but unpaid dividends were redeemed on September 26, 2012.
A press release announcing the redemption of the TARP Securities is included as Exhibit 99.1 to this Report on Form 8-K.
(d) Exhibits
10.1 Securities Purchase Agreement by and between the United States Department
of the Treasury and Central Federal Corporation dated as of September 12,
2012
99.1 Press release issued by the registrant on September 26, 2012 announcing
the redemption of its TARP Securities.
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