Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - LCNB CORP | lcnb-x8xkexhibit9922018qr1.htm |
| EX-99.1 - EXHIBIT 99.1 - LCNB CORP | lcnb-x8xkexhibit9912018qr1.htm |
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 18, 2018
LCNB CORP.
(Exact name of Registrant as specified in its Charter)
Ohio | 001-35292 | 31-1626393 |
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification Number) |
2 North Broadway, Lebanon, Ohio | 45036 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (513) 932-1414
N/A
(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 (see General Instruction A.2. below):
☒ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On April 18, 2018, LCNB Corp. issued an earnings release announcing its financial results for the first quarter ended March 31, 2018. A copy of the earnings release (Exhibit 99.1) and unaudited financial highlights (Exhibit 99.2) are attached and are furnished under this Item 2.02.
Important Additional Information About the Merger
On March 6, 2018, LCNB filed a registration statement on Form S-4/A with the Securities and Exchange Commission ("SEC"), which included a joint proxy statement of Columbus First Bancorp, Inc. ("Columbus First") and LCNB and a prospectus of LCNB. Before making any voting or investment decision, investors and security holders of Columbus First and LCNB are urged to carefully read the entire registration statement and joint proxy statement/prospectus, as well as any amendments or supplements to these documents, because they contain important information about the proposed transaction. Investors and security holders may obtain a free copy of these documents through the website maintained by the SEC at www.sec.gov. These documents may also be obtained, without charge, by directing a request to LCNB Corp., 2 North Broadway, P.O. Box 59, Lebanon, Ohio 45036, Attn.: Investor Relations.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities 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 such jurisdiction. This communication is also not a solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise. No offer of securities or solicitation will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The communication is not a substitute for the joint proxy statement/prospectus that LCNB filed with the SEC and each party mailed to its shareholders.
Proxy Solicitation
LCNB and Columbus First and their directors, executive officers, and certain other persons may be deemed to be participants in the solicitation of proxies from the shareholders of LCNB and Columbus First in connection with the Merger. Shareholders may obtain additional information regarding the interests of such participants and other persons who may be deemed participants by reading the joint proxy statement/prospectus.
Item 7.01 Regulation FD Disclosure.
On April 18, 2018, LCNB Corp. issued an earnings release announcing its financial results for the first quarter ended March 31, 2018. A copy of the earnings release (Exhibit 99.1) and unaudited financial highlights (Exhibit 99.2) are attached and are furnished under this Item 7.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 |
99.2 |
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 thereunto duly authorized.
LCNB CORP. | ||||||
Date: April 18, 2018 | By: /s/ Robert C. Haines II | |||||
Robert C. Haines II Chief Financial Officer | ||||||