8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2018 (May 31, 2018)

LCNB CORP.

(Exact name of Registrant as specified in its Charter)

Ohio	0-26121	31-1626393
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification Number)

2 North Broadway, Lebanon, Ohio	45036
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:   (513) 932-1414

N/A

(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):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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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 May 31, 2018, LCNB Corp. (“LCNB”) consummated the merger of (i) Columbus First Bancorp, Inc. (“CFB”) with and into LCNB and (ii) Columbus First Bank, an Ohio state chartered bank and wholly-owned subsidiary of CFB, with and into LCNB National Bank, a national bank and wholly-owned subsidiary of LCNB (the “Merger”), in accordance with the Agreement and Plan of Merger, dated as of December 20, 2017, by and between LCNB and CFB (the “Merger Agreement”).

Pursuant to the terms of the Merger Agreement, each share of CFB common stock was converted into the right to receive 2.00 LCNB common shares. Cash was paid in lieu of fractional shares and for unexercised CFB options at closing.

The description of the Merger Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is incorporated by reference into this Current Report on Form 8-K as Exhibit 2.1.

LCNB issued a press release on June 1, 2018 announcing the consummation of the Merger.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the Merger and pursuant to the terms of the Merger Agreement, LCNB’s board of directors (the “Board of Directors”) approved, effective as of immediately following the effective time of the Merger, the appointment of William G. (“Rhett”) Huddle to serve on the Board of Directors. Prior to the consummation of the Merger, Mr. Huddle served as Chairman and Chief Executive Officer of CFB. No committee assignments have yet been made for Mr. Huddle. An additional director from CFB will be added to the Board of Directors at a later date.

Mr. Huddle will be entitled to receive compensation consistent with the previously disclosed standard arrangements for non-employee directors as described in LCNB’s proxy statement for its 2018 annual meeting of shareholders filed on March 9, 2018, which disclosure is incorporated herein by reference.

Mr. Huddle is not a party to any transaction, or series of transactions, with LCNB required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01   Regulation FD Disclosure.

The information set forth in Item 2.01 and Item 5.02 of this Current Report on Form 8-K and in the press release attached as Exhibit 99.1 is incorporated in this Item 7.01 by reference.

Item 9.01   Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

2.1

Agreement and Plan of Merger dated as of December 20, 2017, by and between LCNB Corp. and Columbus First Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by LCNB with the Securities and Exchange Commission on December 21, 2017)

99.1

Press release issued by LCNB Corp. on June 1, 2018.

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 thereunto duly authorized.

	LCNB CORP.
Date: June 1, 2018	By:  /s/ Robert C. Haines II
		Robert C. Haines II Chief Financial Officer

EX-99

 Exhibit 99.1

NEWS RELEASE

JUNE 1, 2018

LCNB Corp.

2 North Broadway

Lebanon, Ohio 45036

LCNB Corp. Contact:

Steve P. Foster, CEO & President or Robert C. Haines II, Executive VP & CFO at 800-344-BANK

For Release:  Immediately

LCNB CORP. ACQUIRES COLUMBUS FIRST BANCORP, INC.

LEBANON, Ohio (BUSINESS WIRE) LCNB Corp. (“LCNB”) (Nasdaq-Capital Market: LCNB), the holding company for LCNB National Bank, announced that effective May 31, 2018 it had completed the acquisition of Columbus First Bancorp, Inc. (“Columbus First”), the holding company for Columbus First Bank.  As of the same date, Columbus First Bank merged into LCNB National Bank.  Columbus First Bank’s sole office in Worthington will operate as a branch of LCNB National Bank. As of March 31, 2018, LCNB had $1.3 billion in assets, while Columbus First had $324 million in assets.

As part of the merger, John Smiley, the former President and Chief Lending Officer of Columbus First and Columbus First Bank, has joined LCNB as Executive Vice President and Columbus Market President.  In addition, Rhett Huddle, former Chairman and Chief Executive Officer of Columbus First and Columbus First Bank has been named a director of both LCNB and LCNB National Bank.  An additional director from Columbus First will be added to the LCNB and LCNB National Bank boards at a later date.  

About LCNB Corp.:

LCNB Corp. is a financial holding company headquartered in Lebanon, Ohio.  Through its subsidiary, LCNB National Bank (the “Bank”), LCNB is engaged in the commercial banking business.  The Bank was founded in 1877.  The Bank operates 34 full-service bank branches and 38 ATMs in 10 Ohio counties, offering a complete line of banking and trust services.  The Bank also operates a loan production office in Columbus, Ohio.  LCNB’s common shares are traded on the NASDAQ Capital Market exchange under the symbol “LCNB.”  Additional information on LCNB may be found on its website: www.lcnb.com.