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):  June 3, 2019

V:/ACCOUNTING/BANCORP-INC-GREEN.JPG
(Exact name of registrant as specified in its charter)

 

 

 

Delaware

000-10537

36-3143493

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

37 South River Street
Aurora, Illinois 60507
(Address of principal executive offices) (Zip code)

(630) 892-0202
(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 ( see General Instruction A.2. below):

¨

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))

 

 

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

OSBC

The Nasdaq Stock Market

Preferred Securities of Old Second Capital Trust I

OSBCP

The Nasdaq Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

 

Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 3, 2019, Old Second Bancorp, Inc. (the “Company”) amended its Certificate of Incorporation by filing a   Certificate of Elimination with the Secretary of State of the State of Delaware to eliminate the designation of, and all references to, the Company’s Series A Junior Participating Preferred Stock  (the “Series A  Junior Preferred Stock”) because no shares of the Series A  Junior Preferred Stock are outstanding or would be issued in the future.    As a result, the status of the Series A Junior Preferred Stock is returned to authorized but undesignated shares of the Company’s preferred stock.

 

The Series A Junior Preferred Stock related to an expired Rights Agreement.  The Company created the Series A Junior Preferred Stock on September 19, 2002 in connection with the initial adoption of the Rights Agreement,  between the Company and Old Second National Bank, on September 17, 2002, which was amended and restated from time to time (the “Rights Agreement”).  The Rights Agreement expired on September 12, 2018, and the Company’s board of directors determined not to extend it at that time.

 

The Certificate of Elimination, which became effective upon filing, is attached hereto as Exhibit 3.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

 

Exhibits

 

 

 

 

 

 

3.1

Certificate of Elimination Eliminating Reference to Series A Junior Participating Preferred Stock from the Restated Certificate of Incorporation, as Amended  of Old Second Bancorp, Inc.

 

 

 

 

 

 

 

 

2

 

 

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 hereunto duly authorized.

 

 

 

 

 

 

OLD SECOND BANCORP, INC.

 

 

 

 

 

 

Dated: June 5,  2019

By:

 /s/ Bradley S. Adams

 

Name: 

 Bradley S. Adams

 

Title:

 Executive Vice President 

 and Chief Financial Officer

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

Exhibit 3.1

CERTIFICATE OF ELIMINATION

ELIMINATING REFERENCE TO
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
FROM THE RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED 
OF
OLD SECOND BANCORP, INC.

 

Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, it is hereby certified that:

 

1.

The name of the corporation (hereinafter referred to as the “Company”) is Old Second Bancorp, Inc.

 

2.

The designation of the series of shares of stock of the Company to which this certificate relates is Series A Junior Participating Preferred Stock (the “ Series A Preferred Stock ”).

 

3.

The voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions of the said series of shares of stock were provided for in a resolution adopted by the Board of Directors of the Company pursuant to authority expressly vested in it by the provisions of the Restated Certificate of Incorporation of the Company. A certificate setting forth the said resolution has been heretofore filed with the Secretary of State of the State of Delaware on September 19, 2002, pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “ Series A Certificate of Designations ”).

 

4.

The Board of Directors of the Company has adopted the following resolutions:

 

NOW, THEREFORE, BE IT RESOLVED ,  that no shares of the Company’s Series A Preferred Stock are outstanding, and no shares of such series will be issued subject to the Series A Certificate of Designations; and

 

RESOLVED FURTHER , that the executive officers of the Company, or any one or more of them, hereby are authorized, in the name and on behalf of the Company, pursuant to Section 151(g) of the Delaware General Corporation Law, to execute and file a Certificate of Elimination with the Secretary of State of the State of Delaware, which will have the effect when filed with the Secretary of State of the State of Delaware of eliminating from the Company’s Restated Certificate of Incorporation, as amended, all matters set forth in the Series A Certificate of Designations with respect to such Series A Preferred Stock and returning such shares to the status of authorized and unissued shares of preferred stock of the Company, without designation as to series.

 

5.

The effective time of this certificate shall be upon the filing of this certificate with the Secretary of State of the State of Delaware.

 

 

Exhibit 3.1

IN WITNESS WHEREOF, Old Second Bancorp, Inc. has caused this Certificate to be signed by James L. Eccher, its President and Chief Executive Officer, this 3rd day of June,  2019.

 

OLD SECOND BANCORP, INC.

 

By:   /s/ James L. Eccher

Name: James L. Eccher

Title: President and Chief Executive Officer