Attached files
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| EX-99.1 - EXHIBIT 99.1 - SECURITY FEDERAL CORP | ex991122210.htm |
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of
1934
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Date
of Report (Date of earliest event reported): December 22,
2010
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SECURITY
FEDERAL CORPORATION
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(Exact
name of registrant as specified in its charter)
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South
Carolina
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0-16120
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57-0858504
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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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238
Richland Avenue West, Aiken, South Carolina
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29801
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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): (803)
641-3000
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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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[
] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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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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[
] Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.02. Unregistered Sales of Equity Securities.
On
December 22, 2010, Security Federal Corporation, a South Carolina corporation
(the "Company"), sold 82,906 shares of its common stock, $0.01 par value per
share, to certain accredited investors who participated in the private
placement. The purchase price of $10.00 per share was approved by the Board of
Directors of the Company on October 21, 2010 and was based on independent
valuation. The Company received net proceeds from the sale of these shares of
approximately $829,060 and plans to use the net proceeds for general corporate
purposes.
The
shares of the Company's common stock sold in the offering were issued in
reliance upon exemptions from registration available under Rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"), and are "restricted securities". The Company relied upon
information provided by each purchaser, including representations and warranties
in the subscription agreement, to comply with the exemption from registration
under Rule 506 of the Securities Act.
The
Company's press release, dated December 23, 2010, regarding the offering is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits. The following
exhibit is being filed herewith and this list shall constitute the exhibit
index:
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Exhibit
Number
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Description of Exhibit
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99.1
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Press
Release dated December 23, 2010 issued by Security Federal
Corporation
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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.
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SECURITY
FEDERAL CORPORATION
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Date:
December 22, 2010
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By:
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/s/Timothy W. Simmons |
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Timothy
W. Simmons
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President
and Chief Executive Officer
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