Attached files
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EX-2.1 - EXHIBIT 2.1 - ViewPoint Financial Group | c94999exv2w1.htm |
EX-99.1 - EXHIBIT 99.1 - ViewPoint Financial Group | c94999exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 21, 2010
VIEWPOINT FINANCIAL GROUP
(Exact name of registrant as specified in its charter)
United States | 001-32992 | 20-4484783 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1309 W. 15th Street, |
|
|
Plano, Texas | 75075 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (972) 578-5000
N/A
(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 8.01. Other Events.
On January 21, 2010, the Boards of Directors of ViewPoint Financial Group (the Company),
ViewPoint MHC (the Mutual Holding Company) and ViewPoint Bank (the Bank) each adopted a Plan of
Conversion and Reorganization of ViewPoint MHC (the Plan) pursuant to which the Mutual Holding
Company will undertake a second-step conversion and cease to exist. The Bank will reorganize
from a two-tier mutual holding company structure to a stock holding company structure. The Mutual
Holding Company currently owns approximately 56.9% of the shares of common stock outstanding of the
Company.
Pursuant to the Plan, (i) the Bank will become a wholly owned subsidiary of a to-be-formed Maryland
stock corporation (New Holding Company), (ii) the shares of common stock of the Company held by
persons other than the Mutual Holding Company (whose shares will be canceled) will be converted
into shares of common stock of the New Holding Company pursuant to an exchange ratio designed to
preserve the percentage ownership interests of such persons, and (iii) the New Holding Company will
offer and sell shares of common stock representing the ownership interest of the Mutual Holding
Company to eligible members of the Mutual Holding Company in a subscription offering. The Plan is
subject to regulatory approval as well as the approval of the Banks depositors and the Companys
shareholders (including the approval of a majority of the Companys outstanding shares of common
stock held by persons other than the Mutual Holding Company).
Shares not subscribed for in the subscription offering are expected to be available for sale in a
community offering to members of the local community, existing shareholders and the general public,
and if necessary in a syndicated community offering and/or firm commitment underwritten offering.
The number and price of shares to be sold in the conversion offering and the exchange ratio for
current shareholders of the Company will be based on an independent appraisal that has yet to be
performed.
The foregoing summary of the Plan is not complete and is qualified in its entirety by reference to
the Plan, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
The Company announced the adoption of the Plan in a press release dated January 26, 2010. A copy
of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit 2.1 | Plan of Conversion and Reorganization of ViewPoint MHC |
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Exhibit 99.1 | Press release dated January 26, 2010 |
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.
VIEWPOINT FINANCIAL GROUP |
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Date: January 26, 2010 | By: | /s/ Pathie E. McKee | ||
Pathie E. McKee, Executive Vice President and | ||||
Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. | Description | |||
2.1 | Plan of Conversion and Reorganization of ViewPoint MHC |
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99.1 | Press release dated January 26, 2010 |