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LCNB > SEC Filings for LCNB > Form 8-K on 1-Nov-2013All Recent SEC Filings

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Form 8-K for LCNB CORP


1-Nov-2013

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhi


Item 1.01 Entry Into Material Definitive Agreement.

On October 31, 2013, LCNB Corp. (the "Company") entered into an Underwriting Agreement (the "Agreement") with FBR Capital Markets & Co., pursuant to which the Company agreed to issue and sell 1,428,571 shares of the Company's common stock, no par value (the "Common Stock"), at a public offering price of $17.50 per share in an underwritten public offering (the "Offering"). As part of the Offering, the Company has granted the underwriter a 30-day option to purchase up to an additional 214,286 shares of Common Stock. The net proceeds of the Offering, after underwriting discounts and commissions and estimated offering expenses and before giving effect to the option to purchase additional shares, if exercised, will be approximately $23.3 million.

The Agreement contains customary representations, warranties and covenants that are valid as between the parties and as of the date of entering into such Agreement, and are not factual information to investors about the Company.

In connection with the Offering, each of the Company's directors and executive officers have agreed to enter into 90-day "lock-up" agreements, subject to customary exceptions.

The foregoing description of the material terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 1.1, and incorporated herein by reference.

The sale of the Common Stock in the Offering is being made pursuant to the Company's Registration Statement on Form S-3 (File No. 333-190072), including the prospectus contained therein, and the preliminary prospectus supplement dated October 28, 2013 and final prospectus supplement dated October 31, 2013. Exhibits 5.1 and 23.1 to this Current Report on Form 8-K, the legal opinion and consent, respectively, of Dinsmore & Shohl LLP, and Exhibit 15.1, the acknowledgment of J.D. Cloud & Co. L.L.P., are filed herewith in connection with the Company's Registration Statement and are incorporated therein.



Item 8.01 Other Events.

On November 1, 2013, the Company issued a press release announcing that it has priced a public offering of 1,428,571 shares of common stock at a price of $17.50 per share, for gross proceeds of approximately $25 million, exclusive of the underwriter's 30-day option to purchase additional shares. The net proceeds of the offering after deducting underwriting discounts and commissions and estimated offering expenses are expected to be approximately $23.3 million, assuming that the underwriter's option to purchase additional shares is not exercised. A copy of the Company's press release dated November 1, 2013 is attached hereto as Exhibit 99.1 and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.


Exhibit No.    Description
1.1                Underwriting Agreement dated as of October 31, 2013, by and
                   between LCNB Corp. and FBR Capital Markets & Co.


5.1                Opinion of Dinsmore & Shohl LLP regarding validity of the
                   securities to be issued


15.1               Acknowledgement of J.D. Cloud & Co. L.L.P. Unaudited Interim
                   Financial Statements

23.1 Consent of Dinsmore & Shohl LLP (included in Exhibit 5.1)

99.1 Press Release dated November 1, 2013


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