CITIZENS FIRST CORPORATION (NASDAQ:CZFC) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 Unregistered Sales of Equity Securities
On May 15, 2017, the Board of Directors of the Company authorized the redemption of all 229 outstanding shares of the Company’s Cumulative Convertible Preferred Stock (“Preferred Shares”) as of June 30, 2017 (the “Redemption Date”) at the redemption price of $31,992 per share (the Stated Amount of the preferred stock), plus accrued and unpaid dividends (the “Redemption Price”), including a pro rata dividend according to the number of days elapsed prior to the Redemption Date over an assumed year of 365 days. Under the Corporation’s Second Amended and Restated Articles of Incorporation, the Preferred Shares are convertible at the option of the holder, until the day prior to the Redemption Date, into such number of shares of the Company’s common stock as is determined by dividing the Stated Value of the Preferred Shares ($31,992) by the conversion price in effect on the date of the conversion. Currently, the conversion price of the Preferred Shares is $14.06.
Since the Redemption Date, in reliance on the exemption from registration provided by Section 3(a)(9) under the Securities Act of 1933, as amended, the Company has issued an aggregate of 455,000 shares of common stock in exchange for and upon conversion of 200 Preferred Shares. No commission or other remuneration was paid or given directly or indirectly for soliciting such exchanges. The conversion dates and amount of shares of common stock converted are as follows:
DateNumber of Shares
May 24, 20176,825
May 25, 201750,050
May 31, 201727,300
June 2, 201738,675
June 19, 2017225,225
June 21, 2017106,925
As a result of the conversion of Preferred Shares, the outstanding shares of the Company’s common stock have increased from 2,019,052 to 2,474,052 as of June 21, 2017.
