0001145443-14-000955.txt : 20140725 0001145443-14-000955.hdr.sgml : 20140725 20140725161900 ACCESSION NUMBER: 0001145443-14-000955 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140721 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140725 DATE AS OF CHANGE: 20140725 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: 14994507 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 d31553.htm 8-K UNITED STATES

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) July 21, 2014



Independence Bancshares, Inc.

(Exact name of registrant

as specified in its charter)



South Carolina

333-121485

20-1734180

(State or other

(Commission

(I.R.S. Employer

jurisdiction of

File Number)

Identification No.)

incorporation)

 

 



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(a) Departure of Directors


On July 21, 2014, Robert B. Willumstad, the Chairman of the Board of Directors of Independence Bancshares, Inc. (the “Company”), and H. Neel Hipp, Jr., the Chairman of the Board of Directors of Independence National Bank (the “Bank”), received a letter from A. Alexander McLean, III, a member of the Boards of Directors of the Company and the Bank since 2008, in which Mr. McLean informed the Chairmen that he was tendering his resignation as a director of the Company and the Bank effective as of the date of the letter. As a result, Mr. McLean would also cease to be a member of the Company’s Audit Committee effective as of the date of his resignation.


Mr. McLean’s letter states that his decision to resign was due to his “disagreement with the strategic direction of the Company.” A copy of Mr. McLean’s letter is attached as Exhibit 17.1 to this Current Report on Form 8-K and incorporated herein by reference.


In accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided Mr. McLean a copy of the disclosures it is making in this Form 8-K no later than the day of filing this Form 8-K with the Securities and Exchange Commission.


Item 9.01. Financial Statements and Exhibits


(d) Exhibits


Item        

Exhibit

  

17.1

Resignation letter of A. Alexander McLean, III, dated July 21, 2014



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.



 

 

INDEPENDENCE BANCSHARES, INC.

 

 

 

 

 

 

Dated: July 25, 2014

By: 

/s/ Martha L. Long

 

 

Name: Martha L. Long

 

 

Title: Chief Financial Officer


 EX-17.1 2 d31553_ex17-1.htm EX-17.1 Item 17


Item 17.1



July 21, 2014


Independence Bancshares, Inc.

c/o Robert B. Willumstad, Chairman

500 E. Washington Street

Greenville, SC 29601


Independence National Bank

c/o H. Neel Hipp, Jr., Chairman

500 E. Washington Street

Greenville, SC 29601



Re:

Resignation as a Director of Independence Bancshares, Inc. and Independence National Bank


Dear Bob and Neel:


I hereby resign from my positions as a director of Independence Bancshares, Inc., a South Carolina corporation (the “Company”), and its wholly-owned subsidiary bank, Independence National Bank, a national bank (the “Bank”), effective as of the date of this letter, due to my disagreement with the strategic direction of the Company.  I have enjoyed working with the Company, the Bank and the boards of directors during the past six years, and I wish nothing but future success for the Company.


I acknowledge that, notwithstanding this resignation, I will remain subject to the Company’s insider trading policy for as long as I am in possession of material non-public information about the Company.  I further acknowledge that I will remain under a duty of confidentiality to the Company.




 

Sincerely,

 

 

 

/s/ A. Alexander McLean, III

 

 

 

A. Alexander McLean, III