Item 2.01 Completion of Acquisition or Disposition of Assets
On
Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of the common stock, no par value ("Premier Financial Common Stock") issued and outstanding immediately prior to the Effective Time (except for treasury shares and dissenting shares, both as provided for in the Merger Agreement), converted, in accordance with the procedures set forth in the Merger Agreement, into 0.58 (the "Exchange Ratio") of common shares, no par value, of Peoples (the "Merger Consideration").
Also at the Effective Time, all rights with respect to options issued pursuant
to the
The foregoing description of the transactions contemplated by the Merger
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement attached as Exhibit 2.1 to Premier Financial's
Current Report on Form 8-K filed on
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
Premier Financial notified
Item 3.03 Material Modification to Rights of Security Holders
The information set forth in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 5.01 Changes in Control of Registrant
At the Effective Time of the Merger, Premier Financial merged with and into Peoples and, accordingly, a change in control of Premier Financial occurred. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At the Effective Time of the Merger, all of the directors and executive officers of Premier Financial ceased serving as directors and executive officers of Premier Financial.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information disclosed in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.
At the Effective Time of the Merger, the separate corporate existence of Premier Financial ceased. The articles of incorporation and bylaws of Peoples as in effect immediately before the completion of the Merger, became the articles of incorporation and bylaws of the surviving corporation without change. Consequently, the certificate of incorporation and bylaws of Premier Financial ceased to be in effect upon completion of the Merger.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Exhibit 2.1 Agreement and Plan of Merger between Peoples and Premier Financial datedMarch 26, 2021 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Premier Financial filed with theSecurities and Exchange Commission onMarch 31, 2021 ). 3.1 Amended Articles of Incorporation of Peoples [This document represents the Amended Articles of Incorporation of Peoples, incorporating all amendments throughJuly 28, 2021 . The compiled document has not been filed with theOhio Secretary of State] (incorporated by reference to Exhibit 3.1(h) to the Quarterly Report of Peoples on Form 10-Q for the quarter endedJune 30, 2021 filed with theSEC onJuly 28, 2021 . 3.2 Code of Regulations of Peoples (incorporated herein by reference to Exhibit 3(b) to Registration Statement of Peoples on Form 8-B filedJuly 20, 1993 . Peoples filed this exhibit with theSEC in paper form originally and this exhibit has not been filed with theSEC in electronic format.
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 hereunto duly authorized.
PREMIER FINANCIAL BANCORP, INC. (Registrant) /s/Brien M. Chase Date:September 17, 2021 Brien M. Chase , Senior Vice President and Chief Financial Officer
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