Mfb Corp - Amended Securities Registration (section 12(b)) (8-A12B/A)
08 Gennaio 2008 - 9:12PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C.
20549
FORM
8-A/A
(Amendment
No. 2)
FOR
REGISTRATION OF CERTAIN CLASSES
OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF
THE
SECURITIES
EXCHANGE ACT OF
1934
MFB
CORP.
(Exact
name of registrant as specified in its charter)
|
Indiana
|
35-1907258
|
|
(State
of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
4100
Edison Lakes Parkway,
Suite 300
P.O.
Box
528
Mishawaka,
Indiana
|
46546
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Securities
to be registered pursuant to Section 12(b) of the Act:
|
Title
of each class
to
be so registered
|
|
Name
of each exchange on which
each
class is to be registered
|
|
|
|
|
|
Common
Share Purchase
Rights
|
|
The
NASDAQ Stock Market
LLC
|
|
|
|
|
|
If
this form relates to the registration of a class of securities pursuant
to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.
x
|
|
If
this form relates to the registration of a class of securities pursuant
to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.
¨
|
|
|
|
|
Securities
Act registration statement file number to which this form
relates:
N/A
Securities
to be registered pursuant to Section 12(g) of the Act:
N/A
The
undersigned respondent hereby amends its registration statement on Form 8-A
filed with the Securities Exchange Commission, as last amended on October 2,
2006, as follows:
Item
1. Description of
Registrant's Securities to be Registered.
On
January 7, 2008, MFB Corp. (“MFB”), MutualFirst Financial, Inc. (“Mutual First”)
and MutualFirst Acquisition Corp. (“Acquisition Corp”) entered into an Agreement
and Plan of Merger (the “Merger Agreement”), pursuant to which, among other
things, MFB will merge with and into Acquisition Corp. (the “Merger”), subject
to the terms and conditions set forth in the Merger Agreement. In
connection with the Merger Agreement and the transactions contemplated thereby,
MFB’s Board of Directors authorized, and MFB has entered into, Amendment
No. 1 (the “Amendment”) to the Rights Agreement dated as of October 2, 2006
between MFB and Registrar and Transfer Company (the “Rights
Agreement”). Capitalized terms used but not defined here have the
meanings assigned to them in the Rights Agreement.
The
Amendment provides, among other matters, that (i) neither MutualFirst nor its
Affiliates or Associates shall be, become or be deemed an Acquiring Person
by
virtue of the approval, execution, delivery, announcement or performance of
the
Merger Agreement or the consummation of the transactions (including the Merger)
contemplated thereby, and (ii) no Share Acquisition Date, no Distribution Date,
and no event under Section 11(a)(ii), Section 13, or Section 24 of the Rights
Agreement shall be deemed to have occurred by reason of the approval, execution,
delivery, announcement or performance of the Merger Agreement or consummation
of
the transactions (including the Merger) contemplated
thereby. Moreover, the Amendment provides that no notices are
required under the Rights Agreement as a consequence of the approval, execution,
delivery, adoption or public announcement of the Merger
Agreement. The Amendment also provides that the Rights Agreement and
the Rights established thereby will terminate in all respects upon consummation
of the Merger.
The
Amendment is filed as Exhibit 4.1 hereto and is incorporated herein by
reference. The foregoing description of the Amendment does not
purport to be complete and is qualified in its entirety by reference to such
exhibit.
Item
2. Exhibits.
The
exhibits filed herewith or incorporated by reference herein are listed on the
Exhibit Index at page 4 of this Form 8-A/A.
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
|
|
|
MFB
CORP.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Charles J. Viater
|
|
|
|
|
Charles
J. Viater, President and CEO
|
Date: January
8, 2008
EXHIBIT
LIST
|
Number
Assigned
|
|
Description
of Exhibit
|
|
4.1
|
|
Amendment
No. 1 to the Rights Agreement, dated as of January 4, 2008, by and
between MFB and the Rights Agreement.
|
|
4.2
|
|
Form
of Right Certificate, incorporated by reference to Exhibit A of the
Rights
Agreement, dated as of October 2, 2006, between Registrant and Registrar
and Transfer Company, as Rights Agent, incorporated by reference
to
Exhibit 1 to the Form 8-A/A, Amendment No. 1 filed with the Securities
and
Exchange Commission on October 2, 2006.
|
|
4.3
|
|
Rights
Agreement, dated as of October 2, 2006, between Registrant and Registrar
and Transfer Company, as Rights Agent, incorporated by reference
to
Exhibit 2 to the Form 8-A/A, Amendment No. 1 filed with the Securities
and
Exchange Commission on October 2,
2006.
|
4
Grafico Azioni Mfb Corp (MM) (NASDAQ:MFBC)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Mfb Corp (MM) (NASDAQ:MFBC)
Storico
Da Giu 2023 a Giu 2024
