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): November 17, 2009 (November 16, 2009)

 
 
Farmers Capital Bank Corporation
 
(Exact name of registrant as specified in its charter)

     
Kentucky
0-14412
61-1017851
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
     

P.O. Box 309  Frankfort, KY
40602
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (502) 227-1668

Not Applicable
(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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 


 
 
 
 
 

 
Item 3.03. Material Modification to Rights of Security Holders.

On November 12, 2009 at a special meeting of the shareholders, the shareholders of Farmers Capital Bank Corporation (the “Company”) adopted a proposal to amend the Company’s Second Amended and Restated Articles of Incorporation.  On November 16, 2009, the Company filed Articles of Amendment to the Second Amended and Restated Articles of Incorporation (the “Amendment”) with the Secretary of State of Kentucky.  The Amendment is attached hereto as Exhibit 3.1.  The Amendment increases the number of authorized shares of the Company’s common stock from 9,608,000 to 14,608,000.   The provisions of the Amendment are described in detail in the Proxy Statement/Special Meeting of Shareholders– November 12, 2009 under the section titled “Proposal 1 - Approval of An Amendment to the Company’s Restated Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock from 9,608,000 to 14,608,000 Shares” which section is incorporated herein by reference.

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

The information set forth in Item 3.03 above under the heading “Material Modification to Rights of Security Holders” is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibit is included with this report:

Exhibit No.     Exhibit Description

 
 

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.

 
 
 
Farmers Capital Bank Corporation
   
   
Date  November 17, 2009
By:  G. Anthony Busseni
 
Name: G. Anthony Busseni
 
Title: President and Chief Executive Officer
   
 
 

 
 
 



Exhibit 3.1

ARTICLES OF AMENDMENT TO SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF FARMERS CAPITAL BANK CORPORATION


The name of the corporation is Farmers Capital Bank Corporation (the “Corporation”), and the following amendment is hereby made to the Corporation’s Second Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”):

Article IV(A) of the Corporation’s Second Amended and Restated Articles of Incorporation is deleted in its entirety and there is inserted in lieu thereof the following:

 
“(A)
The aggregate shares of capital stock which the Corporation shall have the authority to issue is (i) Fourteen Million Six Hundred Eight Thousand (14,608,000) shares of common stock, all of which are to be of a par value of Twelve and One-Half Cents ($0.125) each, and (ii) One Million (1,000,000) shares of preferred stock, all of which are to be without par value. All shares of common stock shall have full and unlimited voting power, shall be entitled to one (1) vote per share and shall be without distinction as to powers, preferences, and rights. No holder of shares of the common stock of the Corporation shall have any preemptive or preferential right to subscribe for, purchase or receive any additional shares of capital stock of the Corporation or rights or options to purchase additional shares of capital stock of the Corporation or securities convertible into or carrying rights or options to purchase additional shares of the capital stock of the Corporation. All shares of preferred stock shall have the powers, preferences and rights as established by the Corporation’s Board of Directors pursuant to Article IV(B) hereof.”

The Corporation had outstanding a total of 7,371,207 shares of common stock, each with a par value of $0.125, which were entitled to cast one vote each on the foregoing amendment. There are no other shareholder voting groups entitled to vote on the matter.  At the Special Meeting of Shareholders held on November 12, 2009, there were 5,968,069 votes indisputably represented at the meeting.  At the meeting 5,305,292 shares voted in favor of the foregoing amendment and 464,343 shares voted against the amendment.  Said 5,305,292 votes cast in favor of the amendment were sufficient for approval of the amendment.

Dated this the 16 th day of November, 2009.

   
/s/ C. Douglas Carpenter
   
C. DOUGLAS CARPENTER
   
SECRETARY