SOUTHERN MISSOURI BANCORP, INC. (NASDAQ:SMBC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 16, 2017, effective upon completion of the merger of
Tammcorp, Inc. (“Tammcorp”) with and into Southern Missouri
Acquisition II Corp (“Merger Sub”), a wholly owned subsidiary
of Southern Missouri Bancorp, Inc. (“Southern Missouri”), and
the merger of Capaha Bank, a subsidiary of Tammcorp, with and
into Southern Bank, a wholly owned subsidiary of Southern
Missouri, John R. Abercrombie, President and Chief Executive
Officer of Tammcorp and Capaha Bank, became a director of
Southern Missouri and Southern Bank. Mr. Abercrombie’s term as a
director of Southern Missouri will expire at the 2019 annual
meeting of Southern Missouri shareholders. The Board committees
to which Mr. Abercrombie will be appointed have not yet been
determined. The appointment of Mr. Abercrombie as a director of
Southern Missouri was contemplated by and made in accordance with
the Agreement and Plan of Merger, dated as of January 11, 2017,
by and between Southern Missouri and Tammcorp.
As a director of Southern Missouri and Southern Bank, Mr.
Abercrombie is expected to be entitled to the same general
compensation arrangement as is provided to the other non-employee
directors of Southern Missouri and Southern Bank. A description
of this arrangement is contained under the heading “Compensation
of Directors” in the Company’s definitive proxy statement filed
with the Securities and Exchange Commission on September 27, 2016
and is incorporated herein by reference.
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Item 8.01. |
Other Events. |
Effective June 16, 2017, Southern Missouri completed its
previously announced acquisition of Tammcorp through the merger
of Tammcorp with and into Merger Sub (the “Merger”), followed
by the merger of Merger Sub with and into Southern Missouri. Also
following the Merger, Capaha Bank was merged with and into
Southern Bank.
Upon completion of the Merger, each share of Tammcorp common
stock and Tammcorp Class A preferred stock (on an as-converted
basis to shares of Tammcorp common stock in accordance with
Tammcorp’s articles of incorporation) converted into the right
to receive 50.4724 shares of Southern Missouri common stock, with
cash payable in lieu of fractional Southern Missouri shares, and
$1,617.64 in cash (the “Merger Consideration”).
Southern Missouri issued an aggregate of approximately 346,594
shares of common stock for the stock portion of the Merger
Consideration and paid an aggregate of approximately $11.1
million for the cash portion of the Merger Consideration.
A copy of the press release Southern Missouri issued announcing
completion of the transaction is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits. |
The following exhibit is filed herewith:
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Exhibit
Number |
Description |
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| 99.1 |
Press Release of Southern Missouri Bancorp, Inc. dated June 16, 2017 |
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SOUTHERN MISSOURI BANCORP, INC. ExhibitEX-99.1 2 ex99-1.htm PRESS RELEASE DATED JUNE 16,…To view the full exhibit click here About SOUTHERN MISSOURI BANCORP, INC. (NASDAQ:SMBC)
Southern Missouri Bancorp, Inc. is the holding company for Southern Bank (the Bank). The principal business of the Bank consists primarily of attracting retail deposits from the public and using such deposits along with wholesale funding from the Federal Home Loan Bank of Des Moines (FHLB), and brokered deposits. The Bank offers a range of deposit instruments, such as demand deposit accounts, negotiable order of withdrawal (NOW) accounts, money market deposit accounts, saving accounts, certificates of deposit and retirement savings plans. The Bank’s lending activities consist of origination of loans secured by mortgages on one- to four-family and multifamily residential real estate, commercial and agricultural real estate, construction loans on residential and commercial properties, commercial and agricultural business loans and consumer loans. As of June 30, 2016, the Company had total assets of $1.4 billion and total deposits of $1.1 billion.