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): February 26, 2015
Summit Financial Group, Inc.
(Exact name of registrant as specified in its charter)
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West Virginia | | No. 0-16587 | | 55-0672148 |
(State or other jurisdiction of | | (Commission File Number) | | (I.R.S. Employer |
incorporation or oanization) | | | | Identification No.) |
300 North Main Street
Moorefield, West Virginia 26836
(Address of Principal Executive Offices)
(304) 530-1000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or 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:
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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)) |
Section 8 - Other Events
Termination of Informal Memorandum of Understanding
On February 26, 2015, the Federal Reserve Bank of Richmond and the West Virginia Division of Financial Institutions terminated their informal memorandum of understanding with Summit Financial Group, Inc. (“Summit”) entered into on November 26, 2009 (the “Holding Company MOU”). Summit previously announced on November 26, 2014 that the West Virginia Division of Financial Institutions and the Federal Deposit Insurance Corporation had terminated their informal memorandum of understanding with Summit Community Bank, Inc. entered into on September 24, 2009.
On February 27, 2015, Summit issued a press release announcing the termination of the informal memorandum of understanding with the Federal Reserve Bank of Richmond and the West Virginia Division of Financial Institutions. A copy of that press release is attached hereto as Exhibit 99.1 and furnished herewith.
Declaration of Cash Dividend
On February 26, 2015, the Board of Directors of Summit authorized and declared a cash dividend for the first quarter of 2015 of $0.08 per share of Summit’s common stock. The dividend will be paid on March 31, 2015, to common shareholders of record as of the close of business on March 16, 2015.
On March 2, 2015, Summit issued a press release announcing its intent to restore paying regular dividends to its common shareholders and the declaration of the above described common stock cash dividend. A copy of that press release is attached hereto as Exhibit 99.2 and furnished herewith.
Conversion of Shares of Preferred Stock to Common Stock
On February 26, 2015, the Board of Directors of Summit approved the conversion of all of Summit’s outstanding shares of preferred stock into shares of its common stock (“Common Stock”) effective as of March 12, 2015. Pursuant to its articles of incorporation, as amended, and the applicable certificates of designations, Summit has the right to convert the shares of its 8% Non-Cumulative Convertible Preferred Stock, Series 2009, par value of $1.00 per share (the “Series 2009 Preferred Stock”), and the shares of its 8% Non-Cumulative Convertible Preferred Stock, Series 2011, par value of $1.00 per share (the “Series 2011 Preferred Stock”, and together with the Series 2009 Preferred Stock, the “Preferred Stock”), upon providing holders with notice of the terms of the conversion.
On March 2, 2015, Summit issued a press release announcing the exercise of its right to convert the Preferred Stock to Common Stock and the press release contained the terms of the conversion that Summit is required to provide to holders of Preferred Stock pursuant to each certificate of designation. A copy of that press release is attached hereto as Exhibit 99.3 and furnished herewith.
Section 9 - Financial Statements and Exhibits
ITEM 9.01. Financial Statements and Exhibits
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| 99.1 | Press Release issued on February 27, 2015 disclosing the release of Summit from its informal memorandum of understanding with the Federal Reserve Bank of Richmond and the West Virginia Division of Financial Institutions. |
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| 99.2 | Press Release issued on March 2, 2015 announcing declaration of cash dividend on Summit’s Common Stock. |
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| 99.3 | Press Release issued on March 2, 2015 announcing conversion of Summit’s shares of Preferred Stock into Common Stock. |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | SUMMIT FINANCIAL GROUP, INC. |
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Date: March 2, 2015 | | | By: /s/ Julie R. Cook |
| | | Julie R. Cook | |
| | | Vice President & | |
| | | Chief Accounting Officer |
EXHIBIT 99.1
FOR RELEASE 6:00 AM ET, February 27, 2015
Contact: Robert S. Tissue, Sr. Vice President & Chief Financial Officer
Telephone: (304) 530-0552
Email: rtissue@summitfgi.com
SUMMIT FINANCIAL GROUP, INC. ANNOUNCES TERMINATION OF HOLDING COMPANY MOU
MOOREFIELD, WV - February 27, 2015 (GLOBE NEWSWIRE) - Summit Financial Group, Inc. (“Summit” or “Company”) announced today that the Federal Reserve Bank of Richmond and the West Virginia Division of Financial Institutions have terminated their informal memorandum of understanding with Summit entered into on November 6, 2009 (the “Holding Company MOU”). The Company previously announced on November 26, 2014 that the West Virginia Division of Financial Institutions and the Federal Deposit Insurance Corporation had terminated their informal memorandum of understanding with Summit Community Bank, Inc. entered into on September 24, 2009 (the “Bank MOU”).
“We are pleased that our regulators have acknowledged the significant improvements we have accomplished,” said H. Charles Maddy, III, President and Chief Executive Officer of Summit. “Summit has now largely recovered from the impact of the effects of the economic downturn of the last decade. Our earnings improvements, growing loan portfolio, increasing revenues, improved net interest earnings, strengthened capital, reductions in our portfolio of problem assets and the recent lifting of Holding Company and Bank MOUs, all serve as evidence of our recovery.”
About the Company
Summit Financial Group, Inc. is a $1.44 billion financial holding company headquartered in Moorefield, West Virginia. Summit provides community banking services primarily in the Eastern Panhandle and South Central regions of West Virginia and the Northern and Shenandoah Valley regions of Virginia, through its bank subsidiary, Summit Community Bank, Inc., which operates fifteen banking locations. Summit also operates Summit Insurance Services, LLC in Moorefield, West Virginia and Leesburg, Virginia.
FORWARD-LOOKING STATEMENTS
This press release contains comments or information that constitute forward-looking statements (within the meaning of the Private Securities Litigation Act of 1995) that are based on current expectations that involve a number of risks and uncertainties. Words such as “expects”, “anticipates”, “believes”, “estimates” and other similar expressions or future or conditional verbs such as “will”, “should”, “would” and “could” are intended to identify such forward-looking statements.
Although we believe the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially. Factors that might cause such a difference include our ability to consummate, and the results of, the private placement and rights offering; changes in the financial and securities markets, including changes with respect to the market value of our financial assets; economic and political conditions, especially in the Eastern Panhandle and South Central regions of West Virginia and the Northern and Shenandoah Valley regions of Virginia; real estate prices and sales in the Company’s markets; changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking laws and regulations; changes in tax laws; the impact of technological advances; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; and changes in the national and local economies. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to revise these statements following the date of this press release. Additional information regarding risk factors can be found in the Company’s filings with the Securities and Exchange Commission.
EXHIBIT 99.2
FOR RELEASE 6:00 AM ET, March 2, 2015
Contact: Teresa Ely, Director of Shareholder Relations
Telephone: (304) 530-0526
Email: tely@summitfgi.com
SUMMIT FINANCIAL GROUP, INC. RESTORES DIVIDEND TO COMMON SHAREHOLDERS AND ANNOUNCES Q1 2015 DIVIDEND OF $0.08 PER SHARE
MOOREFIELD, WV - March 2, 2015 (GLOBE NEWSWIRE) - Summit Financial Group, Inc. (“Summit”) (NASDAQ: SMMF) today announces its intent to restore paying regular dividends to its common shareholders, and its Board of Directors recently declared a first quarter 2015 dividend of $0.08 per share payable on March 31, 2015 to common shareholders of record as of the close of business on March 16, 2015.
Summit is a $1.44 billion financial holding company headquartered in Moorefield, West Virginia. Summit provides community banking services primarily in the Eastern Panhandle and South Central regions of West Virginia and the Northern and Shenandoah Valley regions of Virginia, through its bank subsidiary, Summit Community Bank, Inc., which operates fifteen banking locations. Summit also operates Summit Insurance Services, LLC in Moorefield, West Virginia and Leesburg, Virginia.
FORWARD-LOOKING STATEMENTS
This press release contains comments or information that constitute forward-looking statements (within the meaning of the Private Securities Litigation Act of 1995) that are based on current expectations that involve a number of risks and uncertainties. Words such as “expects”, “anticipates”, “believes”, “estimates” and other similar expressions or future or conditional verbs such as “will”, “should”, “would” and “could” are intended to identify such forward-looking statements.
Although we believe the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially. Factors that might cause such a difference include our ability to consummate, and the results of, the private placement and rights offering; changes in the financial and securities markets, including changes with respect to the market value of our financial assets; economic and political conditions, especially in the Eastern Panhandle and South Central regions of West Virginia and the Northern and Shenandoah Valley regions of Virginia; real estate prices and sales in the Company’s markets; changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking laws and regulations; changes in tax laws; the impact of technological advances; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; and changes in the national and local economies.
Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to revise these statements following the date of this press release. Additional information regarding risk factors can be found in the Company’s filings with the Securities and Exchange Commission.
EXHIBIT 99.3
FOR IMMEDIATE RELEASE, March 2, 2015
Contact: Teresa Ely, Director of Shareholder Relations
Telephone: (304) 530-0526
Email: tely@summitfgi.com
SUMMIT FINANCIAL GROUP, INC. ANNOUNCES CONVERSION OF ALL ITS OUTSTANDING PREFERRED SHARES INTO COMMON STOCK
MOOREFIELD, WV - March 2, 2015 (GLOBE NEWSWIRE) - Summit Financial Group, Inc. (the “Company”) announces that it will be exercising its right to convert all of its outstanding shares of preferred stock into shares of its common stock (“Common Stock”) effective as of March 12, 2015.
Pursuant to its articles of incorporation, as amended, and the applicable certificates of designations, the Company has the right to convert the shares of its 8% Non-Cumulative Convertible Preferred Stock, Series 2009, par value of $1.00 per share (the “Series 2009 Preferred Stock”), and the shares of its 8% Non-Cumulative Convertible Preferred Stock, Series 2011, par value of $1.00 per share (the “Series 2011 Preferred Stock”, and together with the Series 2009 Preferred Stock, the “Preferred Stock”), upon providing holders with the terms of the conversion that are set forth in this announcement. This announcement serves as the notice that the Company is required to provide holders of Preferred Stock pursuant to each certificate of designation.
The conversion will be consummated on March 12, 2015. Computershare Inc. and its affiliate Computershare Trust Company, N.A. are serving as the conversion agent on behalf of the Company. Holders of Preferred Stock will receive a letter of transmittal from the conversion agent with instructions for surrendering the Preferred Stock certificates for shares of Common Stock. Any questions or requests for assistance concerning the conversion of the Preferred Stock should be directed to Computershare, Inc. at (800) 546-5141 or to Ms. Teresa Ely, Director of Shareholder Relations, at (304) 530-0526 or via e-mail at tely@summitfgi.com.
As of the date hereof, there are 3,610 shares of Series 2009 Preferred Stock outstanding and 11,914 shares of Series 2011 Preferred Stock outstanding.
Each share of Series 2009 Preferred Stock is convertible into 181.8182 shares of Common Stock, plus cash in lieu of any fractional shares, for a total of approximately 656,345 shares of Common Stock to be issued upon conversion.
Each share of Series 2011 Preferred Stock is convertible into 125 shares of Common Stock for a total of 1,489,250 shares of Common Stock to be issued upon conversion.
No fractional shares will be issued as a result of the conversion of the Preferred Stock. Instead, holders will be entitled to receive cash in an amount equal to any fractional shares that they are entitled to receive multiplied by the closing price of the Common Stock on the second trading day prior to the conversion date.
About the Company
Summit Financial Group, Inc. is a $1.44 billion financial holding company headquartered in Moorefield, West Virginia. Summit provides community banking services primarily in the Eastern Panhandle and South Central regions of West Virginia and the Northern and Shenandoah Valley regions of Virginia, through its bank subsidiary, Summit Community Bank, Inc., which operates fifteen banking locations. Summit also operates Summit Insurance Services, LLC in Moorefield, West Virginia and Leesburg, Virginia.
FORWARD-LOOKING STATEMENTS
This press release contains comments or information that constitute forward-looking statements (within the meaning of the Private Securities Litigation Act of 1995) that are based on current expectations that involve a number of risks and uncertainties. Words such as “expects”, “anticipates”, “believes”, “estimates” and other similar expressions or future or conditional verbs such as “will”, “should”, “would” and “could” are intended to identify such forward-looking statements.
Although we believe the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially. Factors that might cause such a difference include: changes in the financial and securities markets, including changes with respect to the market value of our financial assets; economic and political conditions, especially in the Eastern Panhandle and South Central regions of West Virginia and the Northern and Shenandoah Valley regions of Virginia; real estate prices and sales in the Company’s markets; changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking laws and regulations; changes in tax laws; the impact of technological advances; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; and changes in the national and local economies. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to revise these statements following the date of this press release. Additional information regarding risk factors can be found in the Company’s filings with the Securities and Exchange Commission.
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