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OSBC > SEC Filings for OSBC > Form 8-K on 8-Apr-2014All Recent SEC Filings

Show all filings for OLD SECOND BANCORP INC



Entry into a Material Definitive Agreement, Regulation FD Disclosure, Fina

Item 1.01. Entry into a Material Definitive Agreement

On April 3, 2014, Old Second Bancorp, Inc. (the "Company") and Old Second National Bank, as rights agent (the "Rights Agent"), entered into that First Amendment to Amended and Restated Rights Agreement and Tax Benefits Preservation Plan (the "Amendment"), which amended that certain Amended and Restated Rights Agreement and Tax Benefits Preservation Plan, between the Company and the Rights Agent, dated September 12, 2012 (the "Tax Benefits Plan").

The Amendment exempted two investors in the Company's public offering of 13,500,000 shares of Company common stock, $1.00 par value (the "Common Stock"), from the Tax Benefits Plan, provided that such investors, or affiliates of such investors, do not own or acquire more than 9.9% of the Company's outstanding Common Stock. The Company entered into the Amendment only after determining - following consultation with its accountants and tax advisors - that the exemption of the two investors from the Tax Benefits Plan would not jeopardize or endanger the Company's utilization of its tax benefits.

Item 7.01. Regulation FD Disclosure

On April 8, 2014, the Company issued a press release announcing the closing of the underwritten public offering of 13,500,000 shares of its Common Stock, a copy of which is included as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed herewith:

99.1 Press release issued by the Company on April 8, 2014

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