Attached files

file filename
EX-2.1 - EXHIBIT 2.1 - CASCADE BANCORPv359867_ex2-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 8-K/A


 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 23, 2013

 


Cascade Bancorp
(Exact name of registrant as specified in its charter)

 


Oregon
(State or other jurisdiction
of incorporation)

000-23322

(Commission File Number)

93-1034484

(IRS Employer
Identification No.)

 

1100 NW Wall Street,

Bend, Oregon 97701

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (877) 617-3400


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))

 

 

 

 
 

 

Explanatory Note

 

This Current Report on Form 8-K/A is being filed solely for the purpose of providing the correct Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 24, 2013 (the “Original Form 8-K”). The errors were included in Sections 1.10, 4.3(a), 6.3(b) and 7.1(e) of the Agreement and Plan of Merger, dated October 23, 2013, between Cascade Bancorp and Home Federal Bancorp, Inc. (the “Merger Agreement”). Exhibit 2.1 filed with this Current Report on Form 8-K/A replaces Exhibit 2.1 to the Original Form 8-K in its entirety.

 

Additional Information about the Proposed Merger and Where to Find It

 

The information in this Form 8-K/A and the exhibit attached hereto do not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed merger between Cascade Bancorp (“Cascade”) and Home Federal Bancorp, Inc. (“Home”), Cascade will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4, which will include a joint proxy statement of Cascade and Home that also constitutes a prospectus. Cascade and Home will deliver the joint proxy statement/prospectus to their respective shareholders. Cascade and Home urge investors and security holders to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available, as well as other documents filed with the SEC because they will contain important information about the proposed merger. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from: (i) Cascade’s website (www.botc.com) under the heading “About Us” and then under the heading “Investor Relations” and then under the heading “Investor Information” and then under the tab “SEC Filings;” (ii) Cascade upon written request to Cascade Bancorp, Attn: Investor Relations, 1100 North West Wall Street, P.O. Box 369, Bend, Oregon 97701; (iii) Home’s website (www.myhomefed.com/ir) under the heading “SEC Filings, Ownership and Forms;” or (iv) Home upon written request to Home Federal Bancorp, Inc., Attn: Eric S. Nadeau, CFO, 500 12th Avenue South, Nampa, Idaho 83651.

 

Participants in the Solicitation

 

Cascade, Home and their respective directors and executive officers may be soliciting proxies from Cascade and Home shareholders in favor of the proposed merger and related matters. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Cascade and Home shareholders in connection with the proposed merger and a description of their direct and indirect interests, by security holdings or otherwise will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Cascade’s directors and executive officers in Cascade’s definitive proxy statement filed with the SEC on March 27, 2013 for its 2013 Annual Meeting of Shareholders. You can find information about Home’s directors and executive officers in Home’s definitive proxy statement filed with the SEC on April 15, 2013 for its 2013 Annual Meeting of Shareholders. Additional information about Cascade’s directors and executive officers and Home’s directors and executive officers can also be found in the above-referenced Registration Statement on Form S-4 when it becomes available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You can obtain free copies of these documents from Cascade and Home using the contact information above.

 

 
 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No. Description
   
2.1 Agreement and Plan of Merger by and between Cascade Bancorp and Home Federal Bancorp, Inc., dated as of October 23, 2013 (corrected agreement that replaces Exhibit 2.1 to Cascade Bancorp’s Current Report on Form 8-K, filed with the SEC on October 24, 2013)

 

 
 

 

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: November 8, 2013 CASCADE BANCORP
   
  By:  /s/ Andrew J. Gerlicher
   

Name: Andrew J. Gerlicher

Title: Executive Vice President, General Counsel and Secretary

 

 
 

 

EXHIBIT INDEX

 

Exhibit No. Description
   
2.1 Agreement and Plan of Merger by and between Cascade Bancorp and Home Federal Bancorp, Inc., dated as of October 23, 2013 (corrected agreement that replaces Exhibit 2.1 to Cascade Bancorp’s Current Report on Form 8-K, filed with the SEC on October 24, 2013)