Attached files
file | filename |
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EX-99.1 - EXHIBIT 99.1 - RIVERVIEW BANCORP INC | riv-pr72910.htm |
EX-1.1 - EXHIBIT 1.1 - RIVERVIEW BANCORP INC | riv-undagre0710.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): July 29, 2010
RIVERVIEW
BANCORP, INC.
(Exact
name of registrant as specified in its charter)
Washington
|
000-22957
|
91-1838969
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
900
Washington Street, Suite 900, Vancouver, Washington
|
98660
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (360) 693-6650
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.
|
[
] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)[
|
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act
(17 CFR 240.14d-2(b))
|
[
] 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 Definitive Material Agreement
On July 29, 2010, Riverview Bancorp,
Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Wunderlich Securities, Inc. as representative of the
underwriters named therein (the “Underwriters”) providing for the offer and sale
in a firm commitment offering of 10,041,841 shares of the Company’s common
stock, $0.01 par value per share (the “Common Stock”), sold by the Company at a
price of $1.80 per share ($1.674 per share, net of underwriting
discounts). Pursuant to the Underwriting Agreement, the Company has
granted the Underwriters a 30-day option to purchase up to an additional
1,506,276 shares of the Company’s Common Stock to cover over-allotments, if
any.
In the
Underwriting Agreement, the Company has agreed to indemnify the Underwriters
against certain liabilities, including liabilities arising under the Securities
Act of 1933, as amended (the “Securities Act”), or to contribute to payments the
Underwriters may be required to make because of any of those
liabilities.
The
Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated
herein by reference. The description of the Underwriting Agreement is a
summary and is qualified in its entirety by the terms of the Underwriting
Agreement.
Item
7.01 Regulation FD Disclosure.
On July
29, 2010, the Company issued a press release announcing that the Company had
priced its public offering of 10,041,841 shares and that the Company also
granted the Underwriters a 30-day option to purchase up to an additional
1,506,276 shares to cover related over-allotments, if any. A copy of the press
release is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by
reference.
In
accordance with General Instruction B.2. of Form 8-K, the information in
Item 7.01 and the press release shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section, nor
shall such information and exhibit be deemed incorporated by reference into any
filing under the Securities Act or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
1.1
|
Underwriting
Agreement dated July 29, 2010, by and between Riverview Bancorp, Inc. and
Wunderlich Securities, Inc
|
|
99.1 |
Press
release dated July 29, 2010 announcing the pricing of the
offering.
|
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.
Date: July 29, 2010 | RIVERVIEW BANCORP, INC. |
/s/Kevin J. Lycklama | |
Kevin J. Lycklama | |
Chief Financial Officer | |
(Principal Financial Officer) |