- Current report filing (8-K)
31 August 2012 - 7:39PM
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)
August 31, 2012
Denmark Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin
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0-21554
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39-1472124
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(State or other
jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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103 East Main Street
PO Box 130
Denmark, WI 54208-0130
(Address of principal executive offices)(Zip Code)
920-863-2161
Registrant's telephone number, including area code
(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))
Item 8.01
Other Events
On
August 31,
2012, Denmark Bancshares, Inc. filed a
preliminary proxy statement on Schedule 13e-3 with the Securities and Exchange
Commission. The preliminary proxy statement proposes a going-private
transaction, which requires DBI's shareholders to approve amendments to DBI's
articles of incorporation to establish two separate and distinct classes of its
common stock: Class A Common Stock (voting common stock) and Class B Common
Stock (non-voting common stock), and to reclassify shares held by certain
existing DBI shareholders into shares of Class B Common Stock. DBI expects to
hold a special meeting of shareholders during the fourth quarter of this year
to vote on the proposed going-private transaction. The primary effect of the
proposed going-private transaction will be to reduce the total number of
holders of record of any one class of DBI's common stock to below 1,200. The
enactment of the Jumpstart Our Business Startups Act ("JOBS ACT") authorized
bank holding companies with fewer than 1,200 shareholders to deregister their
common stock under the Securities Exchange Act of 1934. As a result, upon
approval of the proposed going-private transaction by DBI's shareholders, DBI
would terminate the registration of its stock under federal securities laws and
its SEC reporting obligations.
DBI issued a press release on August 31, 2012 to announce the filing of the
preliminary proxy statement and the proposed going-private transaction. A copy
of the press release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits
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Exhibit No.
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Description
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99.1
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Press release dated August
31, 2012
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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.
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Denmark Bancshares, Inc.
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Date: August 31, 2012
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/s/ Dennis J. Heim
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Dennis J. Heim
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Vice President and Treasurer,
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Principal Financial and
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Accounting Officer
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