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): March 18, 2011
BANKFINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Maryland | 0-51331 | 75-3199276 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) | ||
| 15W060 North Frontage Road, Burr Ridge, Illinois | 60527 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 894-6900
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 (see General Instruction A.2. below):
| ¨ | 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. |
On March 18, 2011, BankFinancial Corporation announced that it has completed its acquisition of DG Bancorp, and its wholly-owned subsidiary, Downers Grove National Bank. The acquisition was consummated through the merger of DG Bancorp, Inc. and Kendachs Corporation, a wholly owned subsidiary of BankFinancial Corporation, and the merger of Downers Grove National Bank into BankFinancial, F.S.B., in accordance with an Agreement and Plan of Merger dated as of September 13, 2010.
As a result of the mergers, each share of common stock of DG Bancorp, Inc. was converted into the right to receive approximately $37.16 in cash. The aggregate cash merger consideration was $3.27 million.
The preceding is qualified in its entirety by reference to the Agreement and Plan of Merger and a press release, which are attached as Exhibits 2 and 99.1 to this Current Report, respectively, and are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses Acquired |
Financial statements required by this Item will be filed by amendment to this Current Report no later than June 3, 2011.
| (b) | Pro Forma Financial Information |
Pro forma financial information required by this Item will be filed by amendment to this Current Report no later than June 3, 2011.
| (c) | Not Applicable. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 2 | Agreement and Plan of Merger By and Among BankFinancial Corporation, Kendachs Corporation and DG Bancorp, Inc. dated as of September 13, 2010. (incorporated by reference to BankFinancial Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 13, 2010 (Commission File No. 0-51331)) | |
| 99.1 | Press Release dated March 18, 2011 | |
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.
| BANKFINANCIAL CORPORATION | ||||
| (Registrant) | ||||
| Dated: March 18, 2011 | By: | /s/ F. Morgan Gasior | ||
| F. Morgan Gasior | ||||
| Chairman of the Board, Chief Executive Officer and President | ||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
BankFinancial Corporation Announces Completion
of Downers Grove National Bank Acquisition
Burr Ridge, Illinois – (March 18, 2011) BankFinancial Corporation (Nasdaq – BFIN) (“BankFinancial”) announced today that it has completed its acquisition of DG Bancorp, and its wholly-owned subsidiary, Downers Grove National Bank. As a result of the acquisition, BankFinancial now has two banking locations in the Downers Grove and Westmont communities. The final purchase price was $3.27 million in cash.
In making the announcement, BankFinancial Chairman and CEO F. Morgan Gasior said, “Downers Grove National Bank is a well-established community bank that complements our branch network very well. We are enthusiastic about extending our products and services to customers in Downers Grove and southeastern DuPage County. We’re pleased to have closed the transaction as a privately negotiated transaction and we are eager to begin working with our new colleagues to serve those communities and adjacent neighborhoods.”
BankFinancial Corporation is the holding company for BankFinancial, F.S.B., a full-service, community-oriented bank providing financial services to individuals, families and businesses through 20 full-service banking offices, located in Cook, DuPage, Lake and Will Counties, Illinois. At December 31, 2010, BankFinancial Corporation had total assets of $1.531 billion, total loans of $1.051 billion, total deposits of $1.235 billion and stockholders’ equity of $253 million. BankFinancial Corporation’s common stock trades on the Nasdaq Global Select Market under the symbol BFIN.
This release includes “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. A variety of factors could cause BankFinancial’s actual results to differ from those expected at the time of this release. For a discussion of some of the factors that may cause actual results to differ from expectations, please refer to BankFinancial’s most recent Annual Report on Form 10-K as filed with the SEC. Investors are urged to review all information contained in these reports, including the risk factors discussed therein. Copies of these filings are available at no cost on the SEC’s website at www.sec.gov or on BankFinancial’s website at www.bankfinancial.com. Forward looking statements speak only as of the date they are made, and we do not undertake to update them to reflect changes.
| For Further Information Contact: | ||
| Shareholder, Analyst and Investor Inquiries: |
Media Inquiries: | |
| Elizabeth A. Doolan Senior Vice President – Controller BankFinancial Corporation Telephone: 630-242-7151 |
Gregg T. Adams Executive Vice President – Marketing & Sales BankFinancial F.S.B. Telephone: 630-242-7234 |