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SYBT > SEC Filings for SYBT > Form 8-K on 25-Apr-2013All Recent SEC Filings

Show all filings for S Y BANCORP INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for S Y BANCORP INC


Material Modification to Rights of Security Holders, Amendments to Articles of In

Item 3.03 Material Modification to Rights of Security Holders.

On April 24, 2013, the Rights Agreement, dated as of April 23, 2003 (the "Rights Agreement"), between S.Y. Bancorp, Inc. (the "Company") and Wells Fargo Bank, N.A., as rights agent, expired in accordance with its terms. The Rights Agreement provided common shareholders of the Company with the right to purchase shares of Series A Junior Participating Preferred Stock of the Company ("Series A Preferred Stock") upon the terms and subject to the conditions set forth in the Rights Agreement (the "Rights"). As a result of the expiration of the Rights Agreement, the Rights expired as of 5:00 p.m. (Louisville, Kentucky time) and are no longer outstanding and are not exercisable, and the Rights Agreement effectively terminated as of such time and is of no further force or effect.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the expiration of the Rights Agreement as described in Item 3.03 above, the Company filed its Second Amended and Restated Articles of Incorporation with the Secretary of State of the Commonwealth of Kentucky on April 25, 2013. The Second Amended and Restated Articles of Incorporation eliminates from the Company's Articles of Incorporation all matters set forth therein with respect to the Series A Preferred Stock. No shares of Series A Preferred Stock were issued or outstanding at the time of the filing of the Second Amended and Restated Articles of Incorporation. A copy of the Second Amended and Restated Articles of Incorporation has been filed as Exhibit 3.1 to this Current Report and is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description of Exhibits
3.1 Second Amended and Restated Articles of Incorporation of S.Y.

Bancorp, Inc., dated April 24, 2013.

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