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): November 21, 2011
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 No.) |
2923 Smith Road, Fairlawn, Ohio | 44333 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (330) 666-7979
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 November 21, 2011, the registrant issued a press release announcing December 9, 2011 as the record date for its previously disclosed proposed rights offering of common stock.
The press release is attached as exhibit 99.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99 Press release
issued November 21, 2011 announcing December 9, 2011 as the record
date for its previously disclosed proposed rights offering of common stock.
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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.
Central Federal Corporation | |||
Date: November 21, 2011 | By: | /s/ Therese Ann Liutkus | |
Therese Ann Liutkus, CPA President, Treasurer and Chief Financial Officer |
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Exhibit 99
PRESS RELEASE
FOR IMMEDIATE RELEASE: For Further Information: |
November 21, 2011 Eloise L. Mackus, CEO Phone: 330.576.1208 Fax: 330.666.7959 |
CENTRAL FEDERAL CORPORATION ANNOUNCES RECORD DATE FOR PROPOSED RIGHTS OFFERING
Fairlawn, Ohio – November 21, 2011 – Central Federal Corporation (NASDAQ: CFBK) the parent company of CFBank, today announced that it has set December 9, 2011 as the record date for its previously disclosed proposed rights offering of common stock. All record holders of the Company’s common stock will receive, at no charge, one subscription right for each share of common stock held as of 5:00 PM, Eastern time, on the record date. Each subscription right will entitle the holder of the right to purchase 6.048 shares of Company common stock at a subscription price of $1.00 per share. In addition, for each four shares purchased, purchasers will receive, at no charge, one warrant to purchase one additional share of stock at a purchase price of $1.00 per share. The warrants will be exercisable for three years.
A registration statement related to these securities has been filed with the Securities and Exchange Commission (SEC) but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. You may obtain a written prospectus, when available, for the proposed rights offering meeting the requirements of Section 10 of the Securities Act of 1933, as amended, by writing to the Company, 2923 Smith Road, Fairlawn, Ohio 44333, Attention: Eloise L. Mackus, CEO. You may also obtain a copy of the SEC filings at www.sec.gov, and you may request a copy of the prospectus by contacting the information agent for the rights offering, ParaCap Group, LLC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities. Securities may not be sold nor may offers to buy be accepted prior to the effectiveness of the registration statement, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state.
About Central Federal Corporation and CFBank
Central Federal Corporation is the holding company for CFBank, a federally chartered savings association formed in Ohio in 1892. CFBank has four full-service banking offices in Fairlawn, Calcutta, Wellsville and Worthington, Ohio. Additional information about CFBank’s banking services and the Company is available at www.CFBankOnline.com
Forward-Looking Information
Statements in this release that are not statements of historical fact are
forward-looking statements. A forward-looking statement may include a statement
of the assumptions or bases underlying the forward-looking statement. The
Company believes it has 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 to the date they are made. 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.