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CITZ > SEC Filings for CITZ > Form 8-K on 12-Nov-2013All Recent SEC Filings

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

Form 8-K for CFS BANCORP INC


12-Nov-2013

Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failur


Item 2.01. Completion of Acquisition or Disposition of Assets.

On November 12, 2013, CFS Bancorp, Inc. ("CFS") completed its previously announced merger (the "Merger") with First Merchants Corporation ("First Merchants") pursuant to the Agreement of Reorganization and Merger dated May 13, 2013 (the "Merger Agreement") between CFS and First Merchants. As a result of the Merger, CFS' separate corporate existence ceased and First Merchants continued as the surviving corporation.

As of the effective time of the Merger, each outstanding share of common stock of CFS converted into the right to receive 0.65 shares of First Merchants common stock. In addition, as of the effective time of the Merger, CFS' outstanding stock options converted into options to purchase shares of First Merchants' common stock, and all outstanding shares of restricted stock converted into shares of First Merchants' common stock based on the above-referenced exchange ratio.

Immediately following the Merger, Citizens Financial Bank, a wholly owned subsidiary of CFS, merged with and into First Merchants Bank, National Association, a wholly owned subsidiary of First Merchants, with First Merchants Bank surviving the merger and continuing its corporate existence under its current name.

CFS has notified NASDAQ of the consummation of the Merger and has requested that NASDAQ remove from listing all shares of CFS common stock. Accordingly, trading in CFS common stock on NASDAQ is expected to be suspended prior to the commencement of trading on November 13, 2013.



Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth under Item 2.01 above is incorporated herein by reference.



Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under Item 2.01 above is incorporated herein by reference.



Item 5.01. Changes in Control of the Registrant.

The information set forth under Item 2.01 above is incorporated herein by reference.


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