UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 28, 2009
REPUBLIC BANCORP,
INC.
(Exact
name of registrant as specified in its charter)
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Kentucky
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0-24649
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61-0862051
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification No.)
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of
incorporation)
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601 West Market Street, Louisville,
Kentucky
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40202
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code: (502)
584-3600
Not
Applicable
(Former
Name or Former Address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Effective
as of December 27, 2009, Republic Bancorp, Inc.’s (the “Company”) wholly owned
subsidiary, Republic Bank & Trust Company, a Kentucky state chartered bank
(the “Bank”), amended its Marketing and Servicing Agreement, dated November 30,
2009 (the “Agreement”), with JTH Tax Inc. d/b/a Liberty Tax Service (“Liberty”)
related to the Bank’s Refund Anticipation Loan (“RAL”), Electronic Refund Check
(“ERC”) and Electronic Refund Deposit (“ERD”) products (collectively, referred
to as “Bank Products”). Liberty provides preparation services of federal, state
and local individual income tax returns in the United States through franchised
and company-owned tax offices. The Bank Products essentially comprise the
products offered through the Company’s Tax Refund Solutions (“TRS”) business
segment.
Under the
Agreement, as amended:
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1)
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The
Bank grants Liberty, on a non-exclusive basis, the license to market the
Bank Products through a substantial majority of Liberty’s tax offices
through October 16, 2012;
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2)
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Under
specified circumstances, the Bank has an option to terminate the Agreement
earlier than October 16, 2012, if it so chooses;
and
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3)
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The
Bank has the right to receive certain monies in the event that RAL
delinquency exceeds a designated level of RALs originated through
Liberty.
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The
business generated from the Agreement, in combination with the Bank’s new
pricing model announced in September 2009, is more likely than not to have a
material positive impact on the Company’s net income and diluted earnings per
share beginning with the first quarter of 2010.
This Form
8-K contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. The forward-looking
statements in the preceding paragraph are based on our current expectations and
assumptions regarding our business, the economy and other future conditions.
Because forward-looking statements relate to the future, they are subject to
inherent uncertainties, risks and changes in circumstances that are
difficult to predict. Our actual results may differ materially from those
contemplated by the forward-looking statements. We caution you therefore against
relying on any of these forward-looking statements. They are neither statements
of historical fact nor guarantees or assurances of future performance. Important
factors that could cause actual results to differ materially from those in the
forward-looking statements include consumer demand for tax related products,
consumer demand for Liberty’s tax services and tax services generally,
acceptance of the Bank’s new pricing model by third party technology and service
providers, losses on RALs, overall product mix and overhead cost to the Bank,
and other factors set forth as “Risk Factors” at Part II, Item 1A in the
Company’s Form 10-Q for the quarterly period ended September 30,
2009.
Any
forward-looking statement made by us in this Form 8-K speaks only as of the date
on which it is made. Factors or events that could cause our actual results to
differ may emerge from time to time, and it is not possible for us to predict
all of them. We undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future developments or
otherwise, except as may be required by law.
The
Company will seek confidential treatment from the Securities and Exchange
Commission for certain portions of the Agreement, as amended, described above in
connection with filing the Agreement, as amended, as an exhibit to the Company’s
Annual Report on Form 10-K for the period ended December 31, 2009.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| REPUBLIC BANCORP, INC. | |||
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Date: December 30,
2009
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By:
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/s/ Kevin Sipes | |
| Kevin Sipes | |||
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Executive
Vice President, Chief Financial
Officer
& Chief Accounting Officer
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