Attached files
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| EX-99.1 - PARK NATIONAL CORP /OH/ | v204807_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)
December 8,
2010
Park
National Corporation
(Exact
name of registrant as specified in its charter)
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Ohio
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1-13006
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31-1179518
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(State
or other jurisdiction
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(Commission
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(
IRS Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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50
North Third Street, P.O. Box 3500, Newark, Ohio
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43058-3500
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(Address
of principal executive offices)
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(Zip
Code)
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(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:
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 – Entry into a
Material Definitive Agreement.
On December 8, 2010, Park National
Corporation (“Park”) entered into securities purchase agreements with certain
institutional investors, pursuant to which Park agreed to sell, in a registered
direct public offering an aggregate of 71,984, common shares, Series A Common
Share Warrants, which are exercisable within six months of the closing date, to
purchase up to an aggregate of 35,992 common shares (the “Series A Warrants”),
and Series B Common Share Warrants, which are exercisable within 12 months of
the closing date, to purchase up to an aggregate of 35,992 common shares (the
“Series B Warrants” and, collectively with the Series A Warrants, the
“Warrants”) for total gross proceeds of $5.0 million. The purchase
price for each Common Share together with one-half of a Series A Warrant and
one-half of a Series B Warrant is $69.46 (the “Per Share Purchase Price”), which
was the closing price of Park’s common shares on December 2,
2010. Each Warrant entitles the investor to purchase one common share
at $76.41, or 110% of the Per Share Purchase Price, subject to anti-dilution
provisions that require adjustment to reflect stock dividends and splits,
pro-rata distributions, certain cash dividends and certain fundamental
transactions. The closing of the offering is expected to take place
no later than December 10, 2010, subject to the satisfaction of customary
closing conditions.
The common shares, Series A Warrants,
Series B Warrants and common shares issuable upon exercise of the Warrants will
be issued pursuant to a prospectus supplement filed with the Securities and
Exchange Commission (the “SEC”) in connection with a takedown from Park’s shelf
registration on Form S-3 (Registration File No. 333-159454), which was declared
effective by the SEC on May 22, 2009.
On December 8, 2010, Park issued a news
release announcing the offering. A copy of the news release is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
2
Item 9.01 – Financial
Statements and Exhibits.
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(a)
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Not
applicable
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(b)
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Not
applicable
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(c)
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Not
applicable
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(d)
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Exhibits. The
following exhibit is filed with this Current Report on Form
8-K:
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Exhibit No.
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Description
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99.1
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News
Release issued by Park National Corporation on December 8, 2010 announcing
agreements for direct placement of $5.0 million in
capital.
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[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.
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PARK
NATIONAL CORPORATION
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||
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Dated:
December 8, 2010
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By:
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/s/ John W. Kozak
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John
W. Kozak
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||
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Chief
Financial Officer
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||
4
INDEX TO
EXHIBITS
Current
Report on Form 8-K
Dated
December 8, 2010
Park
National Corporation
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Exhibit No.
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Description
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99.1
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News
Release issued by Park National Corporation on December 8, 2010 announcing
agreements for direct placement of $5.0 million in capital.
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5