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 14, 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, including 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 (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 8.01 Other Events.
On December 14, 2011, the registrant issued a press release announcing an extension of the record date to December 21, 2011 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 December 14, 2011 announcing an extension of the record date to December 21, 2011 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: December 14, 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: | December 14, 2011 | |
| For Further Information: | Eloise L. Mackus, CEO | |
| Phone: 330.576.1208 Fax: 330.666.7959 |
CENTRAL FEDERAL CORPORATION EXTENDS RECORD DATE FOR PROPOSED RIGHTS OFFERING
Fairlawn, Ohio – December 14, 2011 – Central Federal Corporation (NASDAQ: CFBK) the parent company of CFBank, today announced that it has extended the record date to December 21, 2011 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 p.m., 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 of 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.