Attached files
file | filename |
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EX-99.1 - PARK NATIONAL CORP /OH/ | v182565_ex99-1.htm |
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) |
April 30, 2010 (April 29,
2010)
|
Park National Corporation
|
(Exact name of registrant as
specified in its
charter)
|
Ohio
|
1-13006
|
31-1179518
|
(State or other
jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
50 North Third Street, P.O. Box 3500, Newark,
Ohio
|
43058-3500
|
(Address of principal
executive offices)
|
(Zip
Code)
|
(740) 349-8451
|
(Registrant’s telephone
number, including area
code)
|
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 8.01 – Other
Events
On April
30, 2010, Park National Corporation (“Park”) issued a news release (the “News
Release”) announcing the exercise of outstanding Series A Common Stock Warrants
(the “Series A Warrants”) and the issuance of an aggregate of 250,000 common
shares. Park received net proceeds from the exercise of such Series A
Warrants in the aggregate amount of $16.4 million, net of the warrant
solicitation fees payable to Rodman & Renshaw, LLC under the terms of the
Letter Agreement, dated October 26, 2009, between Park and Rodman & Renshaw.
A copy of the News Release is included as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated by reference herein.
The
common shares issued by Park upon the exercise of the Series A Warrants were
issued pursuant to a prospectus supplement filed on October 28, 2009 with the
SEC in connection with a takedown from Park’s Registration Statement on Form S-3
(Registration File No. 333-159454), which was declared effective by the SEC on
May 22, 2009. All of the Series A Warrants issued pursuant to the October 28,
2009 prospectus supplement were exercised. An additional 250,000
common shares remain subject to outstanding Series B Common Stock Warrants
issued on October 30, 2009, which expire on October 30, 2010 and have an
exercise price of $67.75 per common share.
The form
of Series A / Series B Common Share Warrant was included as Exhibit 4.1, and the
Letter Agreement, dated October 26, 2009, between Park and Rodman & Renshaw
was included as Exhibit 10.1, to the Current Report on Form 8-K filed on October
28, 2009 at 5:29 p.m., Eastern Time, by Park and each is incorporated herein by
reference.
2
Item 9.01 – Financial
Statements and Exhibits.
(a)
|
Not
applicable
|
(b)
|
Not
applicable
|
(c)
|
Not
applicable
|
(d)
|
Exhibits. The
following exhibits are included with, or incorporated by reference in,
this Current Report on Form
8-K:
|
Exhibit
No.
|
Description
|
4.1
|
Form
of Series A / Series B Common Share Warrant (incorporated herein by
reference to Exhibit 4.1 to Park National Corporation’s Current Report on
Form 8-K dated and filed on October 28, 2009 at 5:29 p.m., Eastern Time
(File No. 1-13006) (“Park’s October 28, 2009 Form
8-K”))
|
10.1
|
Letter
Agreement, dated October 26, 2009, between Park National Corporation and
Rodman & Renshaw, LLC (incorporated herein by reference to Exhibit
10.1 to Park’s October 28, 2009 Form 8-K)
|
99.1
|
News
Release issued by Park National Corporation on April 30, 2010
addressing the exercise of Series A Common Share
Warrants.
|
[Remainder
of page intentionally left blank;
signature
on following page.]
3
SIGNATURE
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.
PARK NATIONAL CORPORATION | |||
Dated:
April 30, 2010
|
By:
|
/s/ John W. Kozak | |
John W. Kozak | |||
Chief Financial Officer | |||
4
INDEX TO
EXHIBITS
Current
Report on Form 8-K
Dated
April 30, 2010
Park
National Corporation
Exhibit
No.
|
Description
|
4.1
|
Form
of Series A / Series B Common Share Warrant (incorporated herein by
reference to Exhibit 4.1 to Park National Corporation’s Current Report on
Form 8-K dated and filed on October 28, 2009 at 5:29 p.m., Eastern Time
(File No. 1-13006) (“Park’s October 28, 2009 Form
8-K”))
|
10.1
|
Letter
Agreement, dated October 26, 2009, between Park National Corporation and
Rodman & Renshaw, LLC (incorporated herein by reference to Exhibit
10.1 to Park’s October 28, 2009 Form 8-K)
|
99.1
|
News
Release issued by Park National Corporation on April 30, 2010
addressing the exercise of Series A Common Share
Warrants.
|
5