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): December 9, 2009
REPUBLIC BANCORP,
INC.
(Exact
name of registrant as specified in its charter)
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Kentucky
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0-24649
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61-0862051
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification No.)
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of
incorporation)
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601
West Market Street, Louisville, Kentucky
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40202
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code: (502)
584-3600
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:
¨
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.
Republic
Bancorp, Inc. (the “Company”) is considering a plan to raise up to $20 million
in capital by offering the trust preferred securities of a wholly-owned
statutory trust (the “Trust Preferred Securities”), which trust the Company will
establish for the purpose of this offering (the “Capital Trust”). Holders of the
Trust Preferred Securities will be able to convert the securities into shares of
the Company's Class A Common Stock at a conversion price of $30.00 per share of
Class A Common Stock. The Trust Preferred Securities will be issued
as cumulative, fixed rate securities, and the net proceeds of the offering will
be used by the Capital Trust to invest in the Company’s subordinated
debentures.
The Trust
Preferred Securities and the Company’s subordinated debentures are expected to
have a 30-year maturity, and carry a fixed rate of interest of 5.0%. It is also
expected that the Company will retain the right to redeem the Trust Preferred
Securities at a date which is no earlier than 5 years from the date of issuance.
Proceeds from the offering are expected to be used to support business growth
and for general corporate purposes.
The
securities will not be registered under the Securities Act and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. The Trust Preferred Securities and
underlying Class A Common Stock will be offered and sold in reliance upon
exemptions from registration under the Securities Act of 1933, as amended (the
“Securities Act”) and state securities laws. This notice does not and will not
constitute an offer to sell or the solicitation of an offer to buy the
securities described in this Item 8.01 and shall not constitute an offer,
solicitation or sale in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful. This notice is being filed pursuant to
and in accordance with Rule 135c under the Securities Act of 1933.
This
Current Report on Form 8-K contains forward-looking statements that involve
risks and uncertainties. The statements contained herein that are not purely
historical are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including statements regarding expectations,
beliefs, intentions or strategies regarding the future. Some factors that could
cause results to differ materially from those projected in the forward looking
statements include risks described in the filings of the Company with the
Securities and Exchange Commission, including but not limited to, the Company's
Annual Report on Form 10-K for the year ended December 31, 2008. All
forward-looking statements included in this document are based on the
information available to the Company on the date hereof, and the Company assumes
no obligation to update any such forward-looking statement.
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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Republic
Bancorp, Inc.
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(Registrant)
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Date:
December 9, 2009
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By:
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/s/ Kevin Sipes
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Kevin
Sipes
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Executive
Vice President, Chief Financial
Officer
& Chief Accounting
Officer
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