Current Report Filing (8-k)
10 April 2013 - 8:00PM
Edgar (US Regulatory)
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):
April 9, 2013
PremierWest Bancorp
(Exact Name of Registrant as specified in its
charter)
Oregon
(State
or other jurisdiction of incorporation) |
000-50332
(Commission
File Number) |
93
- 1282171
(IRS Employer
Identification
No.)
|
503 Airport Road, Medford, Oregon 97504
Address of Principal Executive Office |
Registrant's telephone number including area code |
541-618-6003 |
(Former name or former address, if changed
since last report)
Not applicable
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))
|
Item
2.01 |
Completion of Acquisition or Disposition
of Assets.
|
The information set forth in Item 5.01 is
incorporated by reference into this Item 2.01.
Item 3.01 |
Notice of Delisting or Failure to Satisfy
a Continued Listing Rule or Standard; Transfer of Listing.
|
In connection with the closing of the
Merger (as defined below), PremierWest Bancorp, an Oregon corporation (“PremierWest”), notified The NASDAQ Capital
Market (“NASDAQ”) on April 9, 2013 that each outstanding share of PremierWest’s common stock, no par value per
share, was cancelled and converted into the right to receive $2.00 in cash, without interest, subject to deduction for any required
withholding tax, and requested that NASDAQ file with the Securities and Exchange Commission (“SEC”) an application
on Form 25 to report that the shares of common stock of PremierWest are no longer listed on NASDAQ. Additionally, PremierWest
intends to file with the SEC a Certification on Form 15 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), requesting that its shares be deregistered and that PremierWest’s reporting obligations under Sections 13 and
15(d) of the Exchange Act be suspended.
Item 5.01 |
Change in Control Registrant.
|
On April 9, 2013, PremierWest was acquired
by Starbuck Bancshares, Inc., a Minnesota corporation (“Starbuck”), pursuant to the Agreement and Plan of Merger,
dated October 29, 2012, as amended by the First Amendment to Agreement and Plan of Merger, dated March 16, 2013 (collectively,
the “Merger Agreement”), among PremierWest, Starbuck and Pearl Merger Sub Corp., an Oregon corporation and wholly
owned subsidiary of Starbuck (“Merger Sub”). On April 9, 2013, pursuant to and in accordance with the Merger Agreement,
PremierWest merged with and into Merger Sub, with Merger Sub the surviving entity (the “Merger”). The funding for
this transaction came primarily from pre-existing, legally binding capital commitments from existing investors in Starbuck’s
parent, SKBHC Holdings, LLC. In connection with the completion of the Merger, PremierWest common shareholders will receive an
amount in cash equal to $2.00 per share, without interest, subject to deduction for any required withholding tax, or approximately
$20.1 million to PremierWest’s common shareholders. The terms of the Merger Agreement were previously described in a Current
Report on Form 8-K filed by PremierWest with the SEC on October 30, 2012.
Also in connection with the completion of
the Merger, pursuant to the Securities Purchase Agreement, dated December 11, 2012, among Starbuck, PremierWest and the U.S. Department
of the Treasury (the “Treasury”), Starbuck purchased all of PremierWest’s Fixed Rate Cumulative Perpetual Preferred
Stock, Series B and the warrant to purchase shares of common stock issued by PremierWest to the Treasury (collectively, the “TARP
Securities”) in exchange for a cash payment of $41.4 million, which TARP Securities were cancelled immediately prior to the
Merger.
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
The directors of Merger Sub immediately prior
to the effective time of the Merger are the directors of the surviving corporation, and all directors of PremierWest immediately
prior to the effective time of the Merger ceased to be directors at the effective time of the Merger.
SIGNATURE
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.
Date:
April 9, 2013 |
PREMIERWEST BANCORP
(Registrant)
By: /s/Douglas
N. Biddle
Douglas
N. Biddle
Executive
Vice President / Chief Financial Officer |
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