- Current report filing (8-K)

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: August 31, 2009   Frontier Financial Corporation (Exact name of registrant as specified in its charter)
Washington (State of incorporation or organization)	000-15540 (Commission File Number)		91-1223535 (I.R.S. Employer Identification No.)
332 S.W. Everett Mall Way P.O. Box 2215 Everett, Washington (Address of principal executive offices)		98204 (Zip Code)
Registrant’s telephone number, including area code:   [phone]
(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:   [   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [X] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) [   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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Item 8.01 Other Events

 

Frontier Financial Corporation (“Frontier”) recently became aware that a purported class action complaint had been filed on August 20, 2009 in Washington Superior Court in Snohomish County against Frontier, each of Frontier’s directors, and SP Acquisition Holdings, Inc. (“SPAH”).  The action was brought by Charles C. Hilton, an alleged shareholder, on behalf of himself and all other similarly situated.

 

The action seeks class certification and alleges, among other things, that the directors of the Company are in breach of their fiduciary duties to shareholders in connection with the Company’s entry into an Agreement and Plan of Merger with SPAH (“Agreement”).

 

The complaint seeks, among other things, injunction relief to enjoin the company and its directors from consummating the transaction contemplated in the Agreement.

 

Frontier believes the allegations in the complaints are without merit and intends to vigorously defend against the claims and causes of action asserted by the plaintiffs.

 

 

CAUTION ABOUT FORWARD-LOOKING STATEMENTS

 

This report contains “forward-looking statements” that are subject to risks and uncertainties. These forward-looking statements describe management’s expectations regarding future events and developments such as the fair market value of Frontier’s investment portfolio. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. The words “should,” “anticipate,” “expect,” “will,” “believe,” and words of similar meaning are intended, in part, to help identify forward-looking statements. Future events are difficult to predict, and the expectations described above are subject to risks and uncertainties that may cause actual results to differ materially. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or expected. In addition to discussions about risks and uncertainties set forth from time to time in the Company’s filings with the Securities and Exchange Commission, factors that may cause actual results to differ materially from those contemplated in these forward-looking statements include, among others: (1) the extent and duration of continued economic and market disruptions and governmental actions to address these disruptions; (2) the risk of new and changing legislation, regulation and/or regulatory actions; (3) pending litigation; (4) local and national general and economic conditions; (5) changes in interest rates; (6) reductions in loan demand or deposit levels; and (7) changes in loan collectibility, defaults and charge-off rates. Frontier Financial Corporation does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made. Any such statements are made in reliance on the safe harbor protections provided under the Securities Exchange Act of 1934, as amended.

 

Additional Information about the Merger and Where to Find It

 

This Form 8-K may be deemed to be solicitation material with respect to the proposed merger of Frontier and SPAH.  In connection with the proposed merger, Frontier and SPAH will file a joint proxy statement/prospectus with the SEC to be distributed to the shareholders of Frontier and SPAH in connection with their vote on the proposed merger.  SHAREHOLDERS OF FRONTIER AND SPAH ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	FRONTIER FINANCIAL CORPORATION
	(Registrant)
August 31, 2009	/s/ Patrick M. Fahey
(Date)	Patrick M. Fahey Chief Executive Officer