ChoiceOne Financial Services, Inc. (OTCMKTS:COFS) Files An 8-K Regulation FD Disclosure
Item 7.01
ChoiceOne Financial Services, Inc. (“ChoiceOne”) will hold a special meeting of shareholders on Wednesday, September 18, 2019, at 8:00 a.m. local time. At the meeting, shareholders will be asked to (1) approve the Agreement and Plan of Merger, dated as of March 22, 2019, by and between County Bank Corp. (“County”) and ChoiceOne, as it may be amended from time to time, under which County will merge with and into ChoiceOne (the "merger"); (2) approve an amendment to ChoiceOne’s Articles of Incorporation to increase the number of authorized shares of common stock from 7,000,000 to 12,000,000; (3) approve an amendment to ChoiceOne’s Articles of Incorporation to remove certain provisions related to the number of directors and vacancies on the board of directors; (4) approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to ChoiceOne’s named executive officers that is based on or otherwise related to the merger; and (5) approve adjournment of the ChoiceOne special meeting, if necessary or appropriate, to solicit additional proxies in favor of proposals 1 through 3 listed above.
ChoiceOne is making this meeting accessible to the public by telephone on a listen-only basis. Anyone interested in the meeting may access the meeting on a live basis by dialing the following toll-free number: 1-877-669-2052. When prompted, enter the following participant passcode: 8540210604.
This report is furnished to, and not filed with, the Commission.
It is anticipated that some of the information presented at this special meeting may contain forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the merger and the Registrant itself. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“risk factors”) that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed, implied or forecasted in such forward-looking statements. Furthermore, the Registrant undertakes no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.
Risk factors include, but are not limited to, the risk factors disclosed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018 and in the Form S-4 Registration Statement, filed with the Commission on June 17, 2019. These are representative of the risk factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.
About ChoiceOne Financial Services, Inc. (OTCMKTS:COFS)
ChoiceOne Financial Services, Inc. is a bank holding company. The Company operates through banking segment. The Company’s subsidiary, ChoiceOne Bank (the Bank), is a full-service banking institution that offers a range of deposit, payment, credit and other financial services to all types of customers. Its services include time, savings, demand deposits, safe deposit services and automated transaction machine services. It offers both commercial and consumer loans to corporations, partnerships and individuals. Commercial lending covers categories, such as business, industry, agricultural, construction, inventory and real estate. The Bank’s consumer loan department makes direct and indirect loans to consumers and purchasers of residential and real property. The Bank’s primary market area lies within Kent, Muskegon, Newaygo and Ottawa counties in Michigan. The Bank’s subsidiary, Insurance Agency, sells insurance policies, such as life and health for both commercial and consumer clients.
