form8k-96089_fdef.htm
UNITED
STATES
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): December 3,
2008
FIRST DEFIANCE FINANCIAL
CORP.
(Exact
name of registrant as specified in its charter)
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OHIO
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0-26850
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34-1803915
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(State
or other jurisdiction of
incorporation)
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(Commission
File No.)
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(IRS
Employer I.D. No.)
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601 Clinton Street,
Defiance, Ohio 43512
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (419)
782-5015
Not
Applicable
(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Entry into a Material
Definitive Agreement
The
description under Item 3.03 below is incorporated herein by
reference.
Item 3.02 Unregistered Sales of
Equity Securities
The
description under Item 3.03 below is incorporated herein by
reference.
Item 3.03 Material Modification
to Rights of Securityholders
On
December 5, 2008, First Defiance Financial Corp. (“First Defiance”) completed
the purchase by the U.S. Department of the Treasury (“Treasury”) of $37.0
million of newly issued First Defiance non-voting preferred stock as
part of the Treasury’s Troubled Assets Relief Program Capital Purchase Program
(“CPP”). To finalize First Defiance’s participation in the CPP, First
Defiance and the Treasury entered into a Letter Agreement, dated December 5,
2008, including the Securities Purchase Agreement – Standard Terms, which is
incorporated therein (collectively the “Letter Agreement”). Pursuant
to the Letter Agreement, First Defiance issued to the Treasury (i) 37,000
shares of First Defiance’s Fixed Rate Cumulative Perpetual Preferred Stock,
Series A, par value $.01 per share, with a liquidation preference of $1,000
per share (“Preferred Stock”), and (ii) a warrant (“Warrant”) to purchase
550,595 First Defiance common shares, par value $.01 per share (“Common Shares”)
at an exercise price of $10.08 per share, subject to certain anti-dilution and
other adjustments. The $ 37.0 million of Preferred Stock issued by
First Defiance under the CPP will qualify as Tier 1 capital.
The
Preferred Stock will pay cumulative dividends at a rate of 5% per annum for the
first five years and 9% per annum thereafter. Prior to December 5,
2011, unless First Defiance has redeemed the Preferred Stock or the Treasury has
transferred the Preferred Stock to a third party, the consent of the Treasury
will be required for First Defiance to increase the quarterly dividend paid on
its common shares or to repurchase its common shares or other equity or capital
securities other than in connection with benefit plans consistent with past
practice and certain other circumstances specified in the Letter
Agreement.
Copies of
the Letter Agreement, the form of Warrant and the Certificate of Amendment to
the Articles of Incorporation (setting forth the express terms of the Preferred
Stock) are included as exhibits to this Form 8-K and are incorporated by
reference into Items 1.01, 3.02 and 3.03 hereof. The foregoing
summary of certain provisions of these documents is qualified in its entirety by
reference thereto. A press release announcing First Defiance’s
participation in the CPP is attached as Exhibit 99.
Item 5.03 Amendment to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
Article V
of First Defiance’s Articles of Incorporation, as amended, authorizes the
issuance from time to time of shares of preferred stock, par value of $.01 per
share. On December 3, 2008, First Defiance filed the express terms of
the Preferred Stock with the Ohio Secretary of State as an amendment to its
Articles of Incorporation. The amendment to the Articles of
Incorporation setting forth the express terms of the Preferred Stock was
effective upon filing, and established a
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series of
preferred stock called “Fixed Rate Cumulative Perpetual Preferred Stock,
Series A,” authorized 37,000 shares of Series A Preferred Stock, and
set forth the powers, designations, preferences and relative, participating,
optional or other rights and the qualifications, limitations or restrictions of
the Preferred Stock. The Certificate of Amendment to Articles of
Incorporation setting forth the express terms of the Preferred Stock is included
as Exhibit 3 and incorporated herein by reference.
Section
9 – Financial Statements and Exhibits
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Item
9.01
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Financial Statements
and Exhibits.
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Exhibit
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Number
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Description
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3
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Certificate
of Amendment to the Articles of Incorporation, filed with the Ohio
Secretary of State on December 3, 2008 (setting forth Part C, Express
Terms of the Preferred Stock)
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4
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Form
of Warrant for Purchase of Shares of Common Stock
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10
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Letter
Agreement, dated December 5, 2008, between First Defiance and the
Treasury
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99
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Press
Release dated December 5, 2008
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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.
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FIRST
DEFIANCE FINANCIAL CORP.
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By:
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/s/
William J. Small
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William
J. Small
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Chief
Executive Officer
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Date: December 5,
2008
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