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) September 5, 2018

PREMIER FINANCIAL BANCORP, INC.
(Exact name of registrant as specified in its charter)

Commission file number 000-20908

Kentucky
 
61-1206757
(State or other jurisdiction of incorporation organization)
 
(I.R.S. Employer Identification No.)
     
2883 Fifth Avenue
Huntington, West Virginia
 
 
25702
(Address of principal executive offices)
 
(Zip Code )
     
Registrant’s telephone number    (304) 525-1600

Not Applicable
Former name or former address, if changes 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 communication 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (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.   ☐
PREMIER FINANCIAL BANCORP, INC,

INFORMATION TO BE INCLUDED IN THE REPORT

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

On September 5, 2018, the shareholders of Premier Financial Bancorp, Inc. (“Premier”) adopted an amendment to Article IV of Premier’s articles of incorporation to increase the number of authorized shares of Common Stock from 20,000,000 to 30,000,000 common shares without par value.  On September 6, 2018, Premier filed with the Secretary of State of the Commonwealth of Kentucky articles of amendment evidencing the amendment to Article IV of Premier’s articles of incorporation adopted by Premier shareholders.  The articles of amendment were effective upon filing.  A copy of the articles of amendment is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.            Financial Statements and Exhibits

(d) Exhibits

Exhibit Number
 
Description
3.1
 
Articles of Amendment to the Articles of Incorporation of Premier Financial Bancorp, Inc. (as filed with and issued by the Secretary of State of the Commonwealth of Kentucky on September 6, 2018.
     



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.


PREMIER FINANCIAL BANCORP, INC.
(Registrant)

/s/ Brien M. Chase                                                 
Date: September 7, 2018                                                      Brien M. Chase, Senior Vice President
  and Chief Financial Officer


Exhibit 3.1
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION OF
PREMIER FINANCIAL BANCORP, INC.

Pursuant to 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 shareholders of the corporation at a special meeting held on September 5, 2018, in the manner prescribed by the Kentucky Business Corporation Act:
 
The first sentence of ARTICLE IV, captioned “Authorized shares”, is hereby amended to read as follows:

The total number of shares that the Corporation shall have the authority to issue is 31,000,000 shares, which shall be divided into two classes as follows:

30,000,000 Common Shares, without par value; and

1,000,000 Preferred Shares, without par value.

(C)            The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting, were as follows:
 
Designation of Voting Group
 
Number of Outstanding Shares
   
Number of Votes Entitled to Be Cast
   
Number of Votes Represented at Meeting
 
                   
Common Stock
   
13,368,975
     
13,368,975
     
12,240,616
 

(D)            The total number of votes cast by each voting group entitled to vote separately thereon for and against such amendment, respectively, was:
   
Number of Votes Cast
 
Voting Group
 
For
   
Against
 
Common Stock
   
12,021,504
     
153,263
 
 

Exhibit 3.1
(E)            The number of votes cast for the amendment by each voting group was sufficient for approval by that voting group.

IN WITNESS WHEREOF, the undersigned duly authorized officer has executed these articles of amendment.
 
Dated:   September 6, 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

STATE OF WEST VIRGINIA,

COUNTY OF CABELL, TO WIT:

I, Arlene Napier, a Notary Public, do hereby certify that on this 6th day of September, 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)