First Community Financial Partners,Inc. (NASDAQ:FCFP) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01. Completion of Acquisition or Disposition of Assets.
On July2, 2017, First Community Financial Partners,Inc., an Illinois corporation (“First Community”), merged with and into First Busey Corporation (the “Merger”), a Nevada corporation (“First Busey”), with First Busey as the surviving corporation, to an Agreement and Plan of Merger, dated February6, 2017, by and between First Busey and First Community (the “MergerAgreement”). At the effective time of the Merger, each share of First Community common stock converted to the right to receive 0.396 shares of common stock of First Busey and $1.35 in cash. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed with the Securities and Exchange Commission as Exhibit2.1 to First Busey’s Current Report on Form8-K dated February6, 2017, which is incorporated by reference herein.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing.
On June30, 2017, First Community notified the NASDAQ Stock Market (“NASDAQ”) that the anticipated closing of the Merger would occur on July2, 2017 and requested that NASDAQ suspend trading of First Community’s common stock. Following such request, NASDAQ withdrew the listing of First Community’s common stock and filed with the Securities and Exchange Commission (the “SEC”) a notification of removal from listing on Form25 to deregister First Community’s common stock under Section12(b)of the Securities Exchange Act of 1934.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Items 2.01, 3.01 and 5.03 of this Current Report on Form8-K is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
The information set forth under Item 2.01 of this Current Report on Form8-K is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As a result of the Merger, on July2, 2017, each of First Community’s directors ceased to be a director of First Community, and each of First Community’s officers ceased to be an officer of First Community.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As a result of the Merger, on July2, 2017, the Articles of Incorporation, as amended, and the Bylaws, as amended, of First Community ceased to be in effect.