Current Report Filing (8-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC

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)  September 3, 2014
LSB Financial Corp.
(Exact Name of Registrant as Specified in Its Charter)
Indiana	0-25070	35-1934975
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
101 Main Street, Lafayette, Indiana		47901
(Address of Principal Executive Offices)		(Zip Code)
[phone]
(Registrant’s Telephone Number, Including Area Code)
N/A
(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)
¨	Soliciting material pursuant to Rule 14a-12 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 5.07.    Submission of Matters to a Vote of Security Holders

On September 3, 2014, LSB Financial Corp. (the “Corporation”) held a Special Meeting of Shareholders pursuant to due notice. Holders of a total of 1,109,701 shares were present in person or by proxy at the meeting.

At the Special Meeting, the Agreement and Plan of Merger between the Corporation and Old National Bancorp dated June 3, 2014, and the Plan of Merger contemplated thereby received the following votes:

 

	Votes For		Votes Against		Abstentions		Broker Non-Votes
	1,087,478		15,470		6,753		0

 

As a result, the Agreement and Plan of Merger and the related Plan of Merger received a favorable vote of at least a majority of the Corporation’s outstanding shares and was approved by the Corporation’s shareholders.

In addition, the proposition described below, having received a vote, in person or by proxy, of more favorable votes than votes cast against the proposition, was declared to be duly adopted by the shareholders of the Corporation.

 

			For		Against		Abstain		Broker Non-Votes
	Approval of compensation that may be paid or become payable to the named executive officers of the Corporation that is based on or otherwise relates to the completion of the merger of LSB Financial Corp. into Old National Bancorp (the “Merger”)		1,029,007		65,779		14,915		0

 

 

Item 8.01.    Other Events

On September 3, 2014, the Corporation issued a press release announcing that, at the special shareholders’ meeting held on that date, its shareholders approved the Agreement and Plan of Merger between the Corporation and Old National Bancorp pursuant to which the Corporation will merge with and into Old National Bancorp.  The press release also noted that the Merger is expected to close on November 1, 2014, subject to the satisfaction of customary closing conditions.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

	Exhibit No.		Description
	99.1		Press Release dated September 3, 2014

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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 hereto duly authorized.

Date: September 3, 2014	LSB Financial Corp.
	By:	/s/ Mary Jo David
		Mary Jo David, Treasurer

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated September 3, 2014

101 Main St.

P.O. Box 1628

Lafayette, IN 47902

[phone]

www.LSBANK.com

[e-mail]

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FOR IMMEDIATE RELEASE	FOR FURTHER INFORMATION CONTACT:
	Randolph F. Williams
	President/CEO
	[phone]
	Fax: [phone]

 

Lafayette, IN –

Wednesday, September 3, 2014

 

LSB Financial Corp. Announces Shareholder Approval of Merger with Old
National Bancorp and Cash Dividend

LSB Financial Corp., (NASDAQ:LSBI), (the “Company”), the parent company of Lafayette Savings Bank, FSB, announced that at its special meeting of shareholders held today, the shareholders of the Company approved the Agreement and Plan of Merger between the Company and Old National Bancorp (NASDAQ: ONB) pursuant to which the Company will merge with and into Old National Bancorp.  The merger is expected to close on November 1, 2014, subject to the satisfaction of the closing conditions contained in the merger agreement.

As previously announced, under the terms of the Agreement and Plan of Merger with Old National Bancorp, shareholders of LSB Financial will receive 2.269 shares of Old National  common stock and $10.63 in cash (fixed) for each share of LSB Financial common stock.  The exchange ratio is subject to adjustment (calculated prior to closing) in the event stockholders’ equity of LSB Financial is below $40 million.  The Agreement and Plan of Merger also provides that Lafayette Savings Bank will be merged into Old National Bank, Old National Bancorp’s national bank subsidiary.

The Company also announced that it will pay a quarterly dividend of $0.09 per share to shareholders of record as of the close of business on September 15, 2014 with a payment date of September 29, 2014.

The closing price of LSB Financial common stock on September 2, 2014 was $40.67 per share as reported by the Nasdaq Global Market.

About LSB Financial Corp.

LSB Financial Corp. owns the largest bank headquartered in Lafayette, Indiana.  Lafayette Savings Bank owns five banking centers in Tippecanoe County.  It is a community-focused organization with a legacy of service that dates back to 1869.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the expected timing, completion, financial benefits and other effects of the proposed merger between Old National Bancorp (“ONB”) and LSB Financial Corp. (“LSB”). Forward-looking statements can be identified by the use of the words “anticipate,” “believe,” “expect,” “intend,” “could” and “should,” and other words of similar meaning. These forward-looking statements express management’s current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties and there are a number of factors that could cause actual results to differ materially from those in such statements. Factors that might cause such a difference include, but are not limited to: expected cost savings, synergies and other financial benefits from the proposed merger might not be realized within the expected time frames and costs or difficulties relating to integration matters might be greater than expected; the requisite shareholder and regulatory approvals for the proposed merger might not be obtained; market, economic, operational, liquidity, credit and interest rate risks associated with ONB’s and LSB’s businesses; competition; government legislation and policies (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and its related regulations); ability of ONB and LSB to execute their respective business plans (including ONB’s pending acquisitions of LSB and United Bancorp, Inc.); changes in the economy which could materially impact credit quality trends and the ability to generate loans and gather deposits; failure or circumvention of our internal controls; failure or disruption of our information systems; significant changes in accounting, tax or regulatory practices or requirements; new legal obligations or liabilities or unfavorable resolutions of litigations; other matters discussed in this press release and other factors identified in our Annual Reports on Form 10-K and other periodic filings with the Securities and Exchange Commission. These forward-looking statements are made only as of the date of this press release, and neither ONB nor LSB undertakes an obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this press release.