Exh
ibit 3.1
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION OF
PREMIER FINANCIAL BANCORP, INC.
Pursuant to KRS 271B.10-020 and KRS 271B.10-060, the undersigned corporation executes these articles of amendment to its articles of incorporation:
(A)
The name of the corporation is Premier Financial Bancorp, Inc.
(B)
The following amendment to the articles of incorporation was adopted by the directors of the corporation at a regular meeting held on May 16, 2018, in the manner prescribed by the Kentucky Business Corporation Act:
Immediately following the first sentence of ARTICLE IV, captioned “Authorized shares”, which reads as follows:
The total number of shares that the Corporation shall have the authority to issue is 21,000,000 shares, which shall be divided into two classes as follows:
20,000,000 Common Shares, without par value; and
1,000,000 Preferred Shares, without par value.
the following sentence is added as an amendment:
“Effective at the close of business June 4, 2018 (the “Effective Date”) every four (4) Common Shares, no par value, issued and outstanding on such Effective Date shall be split and converted into five (5) Common Shares, no par value (the “Stock Split”).
No fractional shares shall be issued in connection with the Stock Split and shareholders who otherwise would be entitled to receive fractional shares of common stock shall receive cash (without interest or deduction) in lieu of such fractional share interests in an amount equal to the product obtained by multiplying (a) the closing price per share of the common stock as reported on the Nasdaq Global Market System on May 16, 2018 ($21.23), by (b) the fraction of one share owned by the shareholder.”
Exhibit 3.1 - Continued
(C)
The amendment was adopted by the corporation’s board of directors without shareholder action pursuant to KRS 271B.10-020(5). Shareholder action was not required.
(D)
The following amendment to the articles of incorporation was adopted by the directors of the corporation at a regular meeting held on May 16, 2018 in the manner prescribed by the Kentucky Business Corporation Act:
The Articles of Amendment to the Articles of Incorporation of Premier Financial Bancorp, Inc. dated September 16, 2009 and designating for issuance Twenty-Two Thousand Two Hundred Fifty-Two (22,252) shares of Premier Financial Bancorp, Inc. Fixed Rate Cumulative Perpetual Preferred Stock Series A are hereby cancelled and rescinded.
(E)
The amendment set forth in Paragraph D above was adopted by the corporation’s board of directors without shareholder action pursuant to KRS 271B.6-020(6), there being no such shares issued and outstanding. Shareholder action was not required.
IN WITNESS WHEREOF, the undersigned duly authorized officer has executed these articles of amendment.
Dated:
May 21, 2018
PREMIER FINANCIAL BANCORP, INC.
By:
/s/ Brien M. Chase
Brien M. Chase
Senior Vice President and Chief Financial Officer
This instrument prepared by:
/s/ Janet Smith Holbrook
Janet Smith Holbrook, Esquire
DINSMORE & SHOHL LLP
611 Third Avenue
Huntington, WV 25701
Exhibit 3.1 - Continued
STATE OF WEST VIRGINIA,
COUNTY OF CABELL, TO WIT:
I, Arlene Napier, a Notary Public, do hereby certify that on this 21
st
day of May, 2018, personally appeared before me Brien M. Chase, who being by me first duly sworn declared that he is the Senior Vice President and Chief Financial Officer of Premier Financial Bancorp, Inc., that he signed the foregoing document as Senior Vice President and Chief Financial Officer of the corporation, and that the statements therein contained are true.
My commission expires: April 15, 2023
/s/ Arlene Napier
Notary Public
(NOTARIAL SEAL)
EXHIBIT 99.1
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NEWS FOR IMMEDIATE RELEASE
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CONTACT:
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BRIEN M. CHASE, CFO
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MAY 22, 2018
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304-525-1600
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PREMIER FINANCIAL BANCORP, INC.
ANNOUNCES 5 FOR 4 STOCK SPLIT
AND SECOND QUARTER CASH DIVIDEND
PREMIER FINANCIAL BANCORP, INC. (PREMIER), HUNTINGTON, WEST VIRGINIA (NASDAQ/GMS-PFBI)
a $1.5 billion community financial holding company with two community bank subsidiaries announced today that the board of directors has declared a 5 for 4 stock split payable to shareholders of record on June 4, 2018 and a $0.15 cash dividend payable to shareholders of record on June 15, 2018.
President and CEO, Robert W. Walker stated, “We are pleased to reward our shareholders with both the stock split and the cash dividend. The board reflected on the positive earnings performance of the company in 2017 and the first quarter of 2018, as well as the positive impact of the lower corporate income tax rate resulting from the 2017 Tax Cut and Jobs Act, and their desire to provide shareholders with increased value. The declared stock split will result in shareholders receiving 1 additional share of common stock for every 4 shares of common stock they already own on June 4, 2018 (the record date). The shares will be added to their ownership record automatically on the payable date, June 8, 2018, with any resulting fractions of a share paid in cash at the rate of $21.23 per whole share. Since the record date of the cash dividend is after the issuance of the 5 for 4 stock split, shareholders will receive the $0.15 per share cash dividend on those additional shares, effectively increasing the cash dividend by 25% as well.”
At its regularly scheduled May meeting, the board of directors resolved to issue the 5 for 4 stock split to common shareholders of record on June 4, 2018, payable to shareholders on June 8, 2018, and declared the $0.15 per share cash dividend to common shareholders of record on June 15, 2018. The cash dividend will be paid to shareholders on June 29, 2018, the last business day of the quarter.
Certain Statements contained in this news release, including without limitation, statements including the word “believes,” “anticipates,” “intends,” “expects” or words of similar import, constitute “forward-looking statements” within the meaning of section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Premier to be materially different from any future results, performance or achievements of Premier expressed or implied by such forward-looking statements. Such factors include, among others, general economic and business conditions, changes in business strategy or development plans and other factors referenced in this press release. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. Premier disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.