0001145443-13-001127.txt : 20130429 0001145443-13-001127.hdr.sgml : 20130427 20130429142923 ACCESSION NUMBER: 0001145443-13-001127 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130423 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20130429 DATE AS OF CHANGE: 20130429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Independence Bancshares, Inc. CENTRAL INDEX KEY: 0001311828 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 201734180 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51907 FILM NUMBER: 13790931 BUSINESS ADDRESS: STREET 1: 500 E. WASHINGTON STREET STREET 2: P.O. BOX 1776 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 864-672-1776 MAIL ADDRESS: STREET 1: 500 E. WASHINGTON STREET STREET 2: P.O. BOX 1776 CITY: GREENVILLE STATE: SC ZIP: 29602 8-K 1 d30423.htm 8-K Memo

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): April 23, 2013



Independence Bancshares, Inc.

(Exact name of registrant as specified in its charter)



South Carolina

333-121485

20-1734180

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

   

500 East Washington Street, Greenville, South Carolina, 29601

(Address of principal executive offices)      (Zip Code)

   

Registrant's telephone number, including area code: (864) 672-1776

   

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 (see General Instruction A.2. below):


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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of

Certain Officers; Compensatory Arrangements of Certain Officers.


On April 23, 2013, Alvin G. Hageman was appointed to the Board of Directors of Independence Bancshares, Inc. (the “Company”) as a new member of the Company’s Board of Directors. No committee assignments have been made yet for Mr. Hageman. Mr. Hageman is entitled to receive directors’ fees for his service as a board member, if and when such fees are subsequently approved by the Board. The Company does not currently pay outside directors fees for their board meeting or committee meeting attendance.


Mr. Hageman, 70, is currently Co-Chief Investment Officer and Partner of MPIB Holdings, LLC (“MPIB”), which is described in more detail below. From 2003 to 2011, he served as Co-Chief Investment Officer and Partner of Paramax Capital Group, LLC, a private capital, advisory and asset finance company focused exclusively on the financial services sector. Prior to that role, Mr. Hageman spent 25 years at Citigroup managing multiple Citigroup regional offices and ultimately co-headed the Global Securitization, Asset-backed and Mortgage Group, managing 300 professional employees located in New York, London, Tokyo, and Hong Kong. Mr. Hageman has extensive experience with all asset-backed sectors, including credit cards, auto loans, student loans, equipment loans and leases, and foreign and domestic trade receivables.


Mr. Hageman and Gordon A. Baird, the Company’s Chief Executive Officer founded MPIB in July 2011 to focus on digital payments, mobile banking, and consumer finance. Since that time, MPIB has been developing a business model for the payments business and holding discussions regarding the business with retailers and other potential customers. As described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 8, 2013, the Company is currently negotiating an arm’s-length agreement with MPIB under which the Company would obtain the right to acquire MPIB or its assets, including its intellectual property, customer agreements and relationships. Any such acquisition would be subject to us obtaining any required regulatory approvals. Mr. Hageman and Mr. Baird are excluded from negotiating with MPIB as directors of the Company.



SIGNATURE


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.


 

 

INDEPENDENCE BANCSHARES, INC.


Dated: April 29, 2013

 

By: /s/ Gordon A. Baird

 

 

         Gordon A. Baird

 

 

         Chief Executive Officer