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): August 20, 2018

 

 

CENTRAL FEDERAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-25045   34-1877137

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

7000 N. High Street, Worthington, Ohio   43085   (614) 334-7979
(Address of principal executive offices)   (Zip Code)   (Registrant’s Telephone Number)

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 August 20, 2018, Central Federal Corporation (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Certificate of Incorporation, as amended (the “Amendment”), to effect a reverse stock split of the issued and outstanding shares of the Company’s common stock, par value $0.01 per share, at a ratio of 1-for-5.5. The Amendment also proportionately reduced the number of authorized shares of the Company’s common stock from 50,000,000 to 9,090,909. The Amendment did not change the par value or any other terms of the common stock.

As previously disclosed in the Company’s Current Report on Form 8-K filed on May 31, 2018, the Amendment was approved by the stockholders of the Company at the annual meeting of stockholders held on May 30, 2018, with the ratio of the reverse stock split to be effected at a ratio ranging from 1-for-3 to 1-for-7, as selected by the Company’s Board of Directors. In accordance with the stockholder authorization, the Company’s Board of Directors approved the Amendment providing for a 1-for-5.5 ratio to be effective as of August 20, 2018.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01 Other Events.

On August 20, 2018, the Company issued a press release announcing a 1-for-5.5 reverse stock split of the Company’s common stock, which is expected to be effective for trading purposes on the Nasdaq Capital Market with the opening of trading on August 21, 2018. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

 

(c)

Exhibits

 

3.1

   Certificate of Amendment to Certificate of Incorporation of Central Federal Corporation

99.1

   Press Release issued by Central Federal Corporation on August 20, 2018

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.

 

    Central Federal Corporation
Date: August 20, 2018     By:   /s/ John W. Helmsdoerfer
      John W. Helmsdoerfer, CPA
      Treasurer and Chief Financial Officer

 

-2-

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CENTRAL FEDERAL CORPORATION

CENTRAL FEDERAL CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

FIRST: That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that Article Fourth, paragraph A of the Certificate of Incorporation, as amended, of the Corporation is hereby amended in its entirety to read as follows:

“A.        The total number of shares of all classes of stock which the Corporation shall have authority to issue is 10,090,909 consisting of :

 

  1.

One million (1,000,000) shares of Preferred Stock, par value one cent ($.01) per share (the “Preferred Stock”); and

 

  2.

9,090,909 shares of Common Stock, par value one cent ($.01) per share (the “Common Stock”).

Upon effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware of this Certificate of Amendment, each five and one-half (5.5) shares of the Corporation’s Common Stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time will automatically be reclassified into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No fractional shares of Common Stock will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock will be entitled to receive cash (without interest or deduction) from the Corporation’s transfer agent in lieu of such fractional share interests, upon receipt by the Corporation’s transfer agent of the stockholder’s Old Certificates (as defined below), in an amount equal to the product obtained by multiplying (i) the closing price per share of the Common Stock on The NASDAQ Stock Market as of the close of business on the business day immediately preceding the Effective Time, by (ii) the number of shares of Common Stock that would have been exchanged for the fractional share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificate”) will thereafter represent the number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate will have been combined, subject to the elimination of fractional share interests as described above.”

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this 20th day of August, 2018.

 

CENTRAL FEDERAL CORPORATION
By:   /s/ John W. Helmsdoerfer
Name:   John W. Helmsdoerfer, CPA
Title:   Treasurer and Chief Financial Officer

Exhibit 99.1

 

LOGO

 

PRESS RELEASE   
FOR IMMEDIATE RELEASE:    August 20, 2018
For Further Information:    Timothy T. O’Dell, President & CEO
   Phone: 614.334.7979
   Fax: 614.334.7980

CENTRAL FEDERAL CORPORATION ANNOUNCES

1-FOR-5.5 REVERSE STOCK SPLIT

Worthington, Ohio – August  20, 2018 – Central Federal Corporation (NASDAQ: CFBK) (the “Company”), the parent company of CFBank, National Association, today announced a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1-for-5.5. The Company’s common stock is expected to begin trading on the Nasdaq Capital Market (“NASDAQ”) on a split-adjusted basis at market open on Tuesday, August 21, 2018. In connection with the reverse stock split, the CUSIP number for the Company’s common stock has been changed to 15346Q 400. The Company’s common stock will continue to trade on NASDAQ under the symbol “CFBK”.

As a result of the reverse stock split, every five and one-half shares of the Company’s common stock issued and outstanding will be converted into one fully paid and nonassessable share of the Company’s common stock, with no change in par value per share. The reverse stock split will reduce the number of outstanding shares of the Company’s common stock from approximately 23.39 million shares to approximately 4.25 million shares. In addition, as a result of the reverse stock split, the authorized number of shares of the Company’s common stock will be reduced from 50,000,000 to 9,090,909. Proportional adjustments will be made to the Company’s outstanding stock options, warrants and equity incentive plans.

The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s common stock, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. No fractional shares of the Company’s common stock will be issued in connection with the reverse stock split. Instead, the Company will pay cash to any stockholder entitled to a fraction of a (post-split) share as a result of the reverse stock split equal to such fraction multiplied by $13.92 (which represents the product of the split ratio of 5.5 multiplied by the closing price per (pre-split) share of the Company’s common stock on NASDAQ as of August 17, 2018).

The reverse stock split was authorized at the annual meeting of the Company’s stockholders on May 30, 2018, and the Company’s Board of Directors approved the implementation and ratio of the reverse stock split in accordance with the authorization of the Company’s stockholders.

The Company has retained its transfer agent, Computershare, Inc. (“Computershare”), to act as its exchange agent for the reverse stock split. Computershare will manage the exchange of pre-split shares for post-split shares. Stockholders of record as of the close of business on August 20, 2018, will receive a letter of transmittal providing instructions for the exchange of their shares. Upon the effectiveness of the reverse stock split, the Company intends to treat shares held by its stockholders through a broker, bank or other nominee (i.e., stockholders who hold in “street name”) in the same manner as registered stockholders whose shares are registered in their names. Brokers, banks and other nominees will be instructed to affect the reverse stock split for their beneficial holders who hold shares of the Company’s common stock in street name. However, these brokers, banks and other nominees may have different procedures for processing the reverse stock split and making payment for fractional shares than those procedures that apply to registered stockholders. Stockholders who hold shares of the Company’s common stock with a broker, bank or other nominee and who have any questions in this regard are encouraged to contact their brokers, banks or other nominees. For further information, stockholders and securities brokers should contact Computershare by telephone at 1-800-546-5141.

Additional information about the reverse stock split can be found in the Company’s definitive proxy statement (Form DEF 14A) filed with the Securities and Exchange Commission on April 26, 2018, available free of charge at the SEC’s website www.sec.gov or at the Company’s website www.CFBankOnline.com under the “SEC Filings” link located under the Investors tab.

About Central Federal Corporation and CFBank

Central Federal Corporation is a financial holding company that owns 100% of the stock of CFBank, National Association (CFBank), which was formed in Ohio in 1892 and converted from a federal savings association to a national bank on December 1, 2016. CFBank has a branch presence in four major metro Ohio markets – Columbus, Cleveland, Cincinnati and Akron markets – as well as its two branch locations in Columbiana County, Ohio. Additionally, in February 2018, CFBank opened an additional loan production office in Columbus, Ohio in Franklin County. CFBank provides personalized Business Banking products and services including commercial loans and leases, commercial and residential real estate loans and treasury management depository services. As a full service commercial bank, our business, along with our products and services, is focused on serving the banking and financial needs of closely held businesses. Our business model emphasizes personalized service, customer access to decision makers, quick execution, and the convenience of online internet banking, mobile banking, remote deposit and corporate treasury management. In addition, CFBank provides residential lending and full service retail banking services and products.

Additional information about the Company and CFBank is available at www.CFBankOnline.com

Forward Looking Statements

This press release or other materials we have filed or may file with the Securities and Exchange Commission (“SEC”) contain or may contain forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Reform Act of 1995, which are made in good faith by us. Forward-looking statements include, but are not limited to: (1) plans and objectives of the management or Boards of Directors of Central Federal Corporation (the “Holding Company”) or CFBank, National Association (“CFBank” and together with the Holding Company, the “Company”); (2) statements regarding future events, actions or economic performance; and (3) statements of assumptions underlying such statements. Words such as “may,” “believe,” “anticipate,” “expect,” “predict,” “will,” “intend,” “plan,” “targeted,” and the negative of these terms, or similar expressions, are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Various risks and uncertainties may cause actual results to differ materially from those indicated by our forward-looking statements, including, without limitation, those detailed from time to time in our reports filed with the SEC, including those identified in “Item 1A. Risk Factors” of Part I of our Form 10-K filed with SEC for the year ended December 31, 2017.

Forward-looking statements are not guarantees of performance or results. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. We caution you, however, that assumptions or bases almost always vary from actual results, and the differences between assumptions or bases and actual results can be material. The forward-looking statements included in this release speak only as of the date hereof. We undertake no obligation to publicly release revisions to any forward-looking statements to reflect events or circumstances after the date of such statements, except to the extent required by law.